|
(Mark One)
|
|
☒
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
For the quarterly period ended
|
|
January 31, 2020
|
|
Or
|
|
☐
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
For the transition period from to
|
|
Commission file number
|
|
1-4423
|
Delaware
|
|
94-1081436
|
|
(State or other jurisdiction of
incorporation or organization)
|
|
(I.R.S. employer
identification no.)
|
|
1501 Page Mill Road
|
|
94304
|
|
Palo Alto,
|
California
|
|
(Zip code)
|
(Address of principal executive offices)
|
|
|
Title of each class
|
Trading Symbol(s)
|
Name of each exchange on which registered
|
Common stock, par value $0.01 per share
|
HPQ
|
New York Stock Exchange
|
Preferred Share Purchase Rights
|
|
New York Stock Exchange
|
|
|
|
Page
|
|
||
|
||
|
||
|
||
|
|
Page
|
|
Three months ended January 31
|
||||||
|
2020
|
|
2019
|
||||
|
In millions, except per share amounts
|
||||||
Net revenue
|
$
|
14,618
|
|
|
$
|
14,710
|
|
Costs and expenses:
|
|
|
|
|
|||
Cost of revenue
|
11,746
|
|
|
12,098
|
|
||
Research and development
|
400
|
|
|
344
|
|
||
Selling, general and administrative
|
1,290
|
|
|
1,248
|
|
||
Restructuring and other charges
|
291
|
|
|
55
|
|
||
Acquisition-related charges
|
—
|
|
|
10
|
|
||
Amortization of intangible assets
|
26
|
|
|
29
|
|
||
Total costs and expenses
|
13,753
|
|
|
13,784
|
|
||
Earnings from operations
|
865
|
|
|
926
|
|||
Interest and other, net
|
13
|
|
|
(26
|
)
|
||
Earnings before taxes
|
878
|
|
|
900
|
|||
Provision for taxes
|
(200
|
)
|
|
(97
|
)
|
||
Net earnings
|
$
|
678
|
|
|
$
|
803
|
|
|
|
|
|
||||
Net earnings per share:
|
|
|
|
|
|
||
Basic
|
$
|
0.47
|
|
|
$
|
0.52
|
|
Diluted
|
$
|
0.46
|
|
|
$
|
0.51
|
|
|
|
|
|
||||
Weighted-average shares used to compute net earnings per share:
|
|
|
|
|
|
||
Basic
|
1,454
|
|
|
1,556
|
|
||
Diluted
|
1,460
|
|
|
1,567
|
|
|
Three months ended January 31
|
||||||
|
2020
|
|
2019
|
||||
|
In millions
|
||||||
Net earnings
|
$
|
678
|
|
|
$
|
803
|
|
Other comprehensive income (loss) before taxes:
|
|
|
|
|
|
||
Change in unrealized components of available-for-sale debt securities:
|
|
|
|
|
|
||
Unrealized gain arising during the period
|
1
|
|
|
—
|
|
||
|
1
|
|
|
—
|
|
||
Change in unrealized components of cash flow hedges:
|
|
|
|
|
|
||
Unrealized gains (losses) arising during the period
|
60
|
|
|
(107
|
)
|
||
(Gains) losses reclassified into earnings
|
(59
|
)
|
|
(179
|
)
|
||
|
1
|
|
|
(286
|
)
|
||
Change in unrealized components of defined benefit plans:
|
|
|
|
|
|
||
Amortization of actuarial loss and prior service benefit
|
20
|
|
|
11
|
|
||
Curtailments, settlements and other
|
—
|
|
|
(2
|
)
|
||
|
20
|
|
|
9
|
|
||
Change in cumulative translation adjustment
|
6
|
|
|
(5
|
)
|
||
Other comprehensive income (loss) before taxes
|
28
|
|
|
(282
|
)
|
||
(Provision for) benefit from taxes
|
(11
|
)
|
|
40
|
|
||
Other comprehensive income (loss), net of taxes
|
17
|
|
|
(242
|
)
|
||
Comprehensive income
|
$
|
695
|
|
|
$
|
561
|
|
|
Three months ended January 31
|
||||||
|
2020
|
|
2019
|
||||
|
In millions
|
||||||
Cash flows from operating activities:
|
|
|
|
|
|
||
Net earnings
|
$
|
678
|
|
|
$
|
803
|
|
Adjustments to reconcile net earnings to net cash provided by operating activities:
|
|
|
|
|
|
||
Depreciation and amortization
|
198
|
|
|
168
|
|
||
Stock-based compensation expense
|
109
|
|
|
107
|
|
||
Restructuring and other charges
|
291
|
|
|
55
|
|
||
Deferred taxes on earnings
|
117
|
|
|
103
|
|
||
Other, net
|
54
|
|
|
(5
|
)
|
||
Changes in operating assets and liabilities, net of acquisitions:
|
|
|
|
|
|
||
Accounts receivable
|
1,167
|
|
|
211
|
|
||
Inventory
|
761
|
|
|
191
|
|
||
Accounts payable
|
(1,919
|
)
|
|
(184
|
)
|
||
Net investment in leases
|
(34
|
)
|
|
—
|
|
||
Taxes on earnings
|
(27
|
)
|
|
11
|
|
||
Restructuring and other
|
(109
|
)
|
|
(46
|
)
|
||
Other assets and liabilities
|
(1
|
)
|
|
(552
|
)
|
||
Net cash provided by operating activities
|
1,285
|
|
|
862
|
|
||
Cash flows from investing activities:
|
|
|
|
|
|
||
Investment in property, plant and equipment
|
(198
|
)
|
|
(189
|
)
|
||
Purchases of available-for-sale securities and other investments
|
(311
|
)
|
|
(69
|
)
|
||
Maturities and sales of available-for-sale securities and other investments
|
11
|
|
|
344
|
|
||
Collateral posted for derivative instruments
|
—
|
|
|
(30
|
)
|
||
Collateral returned for derivative instruments
|
—
|
|
|
30
|
|
||
Payment made in connection with business acquisitions, net of cash acquired
|
—
|
|
|
(404
|
)
|
||
Net cash used in investing activities
|
(498
|
)
|
|
(318
|
)
|
||
Cash flows from financing activities:
|
|
|
|
|
|
||
Payments of short-term borrowings with original maturities less than 90 days, net
|
—
|
|
|
(855
|
)
|
||
Proceeds from short-term borrowings with original maturities greater than 90 days
|
2
|
|
|
—
|
|
||
Proceeds from debt, net of issuance costs
|
9
|
|
|
40
|
|
||
Payment of debt
|
(67
|
)
|
|
(476
|
)
|
||
Stock-based award activities
|
(116
|
)
|
|
(83
|
)
|
||
Repurchase of common stock
|
(691
|
)
|
|
(720
|
)
|
||
Cash dividends paid
|
(256
|
)
|
|
(249
|
)
|
||
Net cash used in financing activities
|
(1,119
|
)
|
|
(2,343
|
)
|
||
Decrease in cash and cash equivalents
|
(332
|
)
|
|
(1,799
|
)
|
||
Cash and cash equivalents at beginning of period
|
4,537
|
|
|
5,166
|
|
||
Cash and cash equivalents at end of period
|
$
|
4,205
|
|
|
$
|
3,367
|
|
Supplemental schedule of non-cash activities:
|
|
|
|
|
|
||
Purchase of assets under finance leases
|
$
|
8
|
|
|
$
|
75
|
|
|
Common Stock
|
|
Additional
Paid-in Capital |
|
|
|
Accumulated
Other Comprehensive Loss |
|
Total Stockholders' Deficit
|
|||||||||||||
|
Number of Shares
|
|
Par Value
|
|
|
Accumulated Deficit
|
|
|
||||||||||||||
|
In millions, except number of shares in thousands
|
|||||||||||||||||||||
Balance October 31, 2018
|
1,560,270
|
|
|
$
|
16
|
|
|
$
|
663
|
|
|
$
|
(473
|
)
|
|
$
|
(845
|
)
|
|
$
|
(639
|
)
|
Net earnings
|
|
|
|
|
|
|
|
|
|
803
|
|
|
|
|
|
803
|
|
|||||
Other comprehensive loss, net of taxes
|
|
|
|
|
|
|
|
|
|
|
|
|
(242
|
)
|
|
(242
|
)
|
|||||
Comprehensive income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
561
|
|
|||||
Issuance of common stock in connection with employee stock plans and other
|
11,379
|
|
|
|
|
|
(91
|
)
|
|
|
|
|
|
|
|
(91
|
)
|
|||||
Repurchases of common stock
|
(32,277
|
)
|
|
(1
|
)
|
|
(13
|
)
|
|
(702
|
)
|
|
|
|
|
(716
|
)
|
|||||
Cash dividends ($0.32 per common share)
|
|
|
|
|
|
|
|
|
|
(496
|
)
|
|
|
|
|
(496
|
)
|
|||||
Stock-based compensation expense
|
|
|
|
|
|
|
107
|
|
|
|
|
|
|
|
|
107
|
|
|||||
Adjustment for adoption of accounting standards
|
|
|
|
|
|
|
|
|
|
(563
|
)
|
|
|
|
|
(563
|
)
|
|||||
Balance January 31, 2019
|
1,539,372
|
|
|
$
|
15
|
|
|
$
|
666
|
|
|
$
|
(1,431
|
)
|
|
$
|
(1,087
|
)
|
|
$
|
(1,837
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Balance October 31, 2019
|
1,457,719
|
|
|
$
|
15
|
|
|
$
|
835
|
|
|
$
|
(818
|
)
|
|
$
|
(1,225
|
)
|
|
$
|
(1,193
|
)
|
Net earnings
|
|
|
|
|
|
|
|
|
|
678
|
|
|
|
|
|
678
|
|
|||||
Other comprehensive income, net of taxes
|
|
|
|
|
|
|
|
|
|
|
|
|
17
|
|
|
17
|
|
|||||
Comprehensive income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
695
|
|
|||||
Issuance of common stock in connection with employee stock plans and other
|
9,809
|
|
|
|
|
|
(58
|
)
|
|
|
|
|
|
|
|
(58
|
)
|
|||||
Repurchases of common stock
|
(34,182
|
)
|
|
(1
|
)
|
|
(20
|
)
|
|
(682
|
)
|
|
|
|
|
(703
|
)
|
|||||
Cash dividends ($0.35 per common share)
|
|
|
|
|
|
|
|
|
|
(511
|
)
|
|
|
|
|
(511
|
)
|
|||||
Stock-based compensation expense
|
|
|
|
|
|
|
109
|
|
|
|
|
|
|
|
|
109
|
|
|||||
Adjustment for adoption of accounting standards (Note 1)
|
|
|
|
|
|
|
|
|
|
27
|
|
|
|
|
|
27
|
|
|||||
Balance January 31, 2020
|
1,433,346
|
|
|
$
|
14
|
|
|
$
|
866
|
|
|
$
|
(1,306
|
)
|
|
$
|
(1,208
|
)
|
|
$
|
(1,634
|
)
|
•
|
Commercial PCs are optimized for use by enterprise, public sector and SMB customers, with a focus on robust designs, security, serviceability, connectivity, reliability and manageability in networked and cloud-based environments. Additionally, HP offers a range of services and solutions to enterprise, public sector and SMB customers to help them manage the lifecycle of their PC and mobility installed base.
|
•
|
Consumer PCs are optimized for consumer usage, focusing on gaming, consuming multi-media for entertainment, managing personal life activities, staying connected, sharing information, getting things done for work including creating content, staying informed and security.
|
•
|
Notebooks consists of consumer notebooks, commercial notebooks, mobile workstations and commercial mobility devices;
|
•
|
Workstations consists of desktop workstations and accessories; and
|
•
|
Other consists of consumer and commercial services as well as other Personal Systems capabilities.
|
•
|
Office Printing Solutions delivers HP’s office printers, supplies, services and solutions to SMBs and large enterprises. It also includes OEM hardware and solutions, and some Samsung-branded supplies. HP goes to market through its extensive channel network and directly with HP sales.
|
•
|
Home Printing Solutions delivers innovative printing products, supplies, services and solutions for the home, home business and micro business customers utilizing both HP’s Ink and Laser technologies. It also includes some Samsung-branded supplies.
|
•
|
Graphics Solutions delivers large-format, commercial and industrial solutions and supplies to print service providers and packaging converters through a wide portfolio of printers and presses (HP DesignJet, HP Latex, HP Stitch, HP Indigo and HP PageWide Web Presses).
|
•
|
3D Printing & Digital Manufacturing offers a portfolio of additive manufacturing solutions and supplies to help customers succeed in their additive and digital manufacturing journey. HP offers complete solutions in collaboration with an ecosystem of partners.
|
•
|
Commercial Hardware consists of office printing solutions, graphics solutions and 3D printing & digital manufacturing, excluding supplies;
|
•
|
Consumer Hardware consists of home printing solutions, excluding supplies; and
|
•
|
Supplies comprises a set of highly innovative consumable products, ranging from ink and laser cartridges to media, graphics supplies and 3D printing & digital manufacturing supplies, for recurring use in consumer and commercial hardware.
|
|
Three months ended January 31
|
||||||
|
2020
|
|
2019
|
||||
|
In millions
|
||||||
Net revenue:
|
|||||||
Notebooks
|
$
|
5,974
|
|
|
$
|
5,919
|
|
Desktops
|
2,923
|
|
|
2,857
|
|
||
Workstations
|
594
|
|
|
562
|
|
||
Other
|
401
|
|
|
319
|
|
||
Personal Systems
|
9,892
|
|
|
9,657
|
|
||
Supplies
|
3,041
|
|
|
3,267
|
|
||
Commercial Hardware
|
1,076
|
|
|
1,090
|
|
||
Consumer Hardware
|
607
|
|
|
699
|
|
||
Printing
|
4,724
|
|
|
5,056
|
|
||
Corporate Investments
|
1
|
|
|
1
|
|
||
Total segment net revenue
|
14,617
|
|
|
14,714
|
|
||
Other
|
1
|
|
|
(4
|
)
|
||
Total net revenue
|
$
|
14,618
|
|
|
$
|
14,710
|
|
|
|
|
|
|
|
||
Earnings before taxes:
|
|
|
|
||||
Personal Systems
|
$
|
662
|
|
|
$
|
410
|
|
Printing
|
754
|
|
|
821
|
|
||
Corporate Investments
|
(13
|
)
|
|
(24
|
)
|
||
Total segment earnings from operations
|
$
|
1,403
|
|
|
$
|
1,207
|
|
Corporate and unallocated costs and other
|
(112
|
)
|
|
(80
|
)
|
||
Stock-based compensation expense
|
(109
|
)
|
|
(107
|
)
|
||
Restructuring and other charges
|
(291
|
)
|
|
(55
|
)
|
||
Acquisition-related charges
|
—
|
|
|
(10
|
)
|
||
Amortization of intangible assets
|
(26
|
)
|
|
(29
|
)
|
||
Interest and other, net
|
13
|
|
|
(26
|
)
|
||
Total earnings before taxes
|
$
|
878
|
|
|
$
|
900
|
|
|
Fiscal 2020 Plan
|
|
|
|
||||||||||||
|
Severance and EER
|
|
Non-labor
|
|
Other prior-year Plans (1)
|
|
Total
|
|||||||||
|
In millions
|
|||||||||||||||
Accrued balance as of October 31, 2019
|
$
|
76
|
|
|
$
|
—
|
|
|
$
|
66
|
|
|
$
|
142
|
|
|
Charges
|
256
|
|
|
1
|
|
|
—
|
|
|
257
|
|
|||||
Cash payments
|
(82
|
)
|
|
(1
|
)
|
|
(25
|
)
|
|
(108
|
)
|
|||||
Non-cash and other adjustments
|
(48
|
)
|
(2
|
)
|
—
|
|
|
(1
|
)
|
|
(49
|
)
|
||||
Accrued balance as of January 31, 2020
|
$
|
202
|
|
|
$
|
—
|
|
|
$
|
40
|
|
|
$
|
242
|
|
|
Total costs incurred to date as of January 31, 2020
|
$
|
338
|
|
|
$
|
1
|
|
|
$
|
1,816
|
|
|
$
|
2,155
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Reflected in Consolidated Condensed Balance Sheets
|
|
|
|
|
|
|
|
|||||||||
Other current liabilities
|
$
|
202
|
|
|
$
|
—
|
|
|
$
|
39
|
|
|
$
|
241
|
|
|
Other non-current liabilities
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1
|
|
|
$
|
1
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Accrued balance as of October 31, 2018
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
59
|
|
|
$
|
59
|
|
|
Charges
|
—
|
|
|
—
|
|
|
53
|
|
|
53
|
|
|||||
Cash payments
|
—
|
|
|
—
|
|
|
(44
|
)
|
|
(44
|
)
|
|||||
Non-cash and other adjustments
|
—
|
|
|
—
|
|
|
(3
|
)
|
|
(3
|
)
|
|||||
Accrued balance as of January 31, 2019
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
65
|
|
|
$
|
65
|
|
(1)
|
Primarily includes the fiscal 2017 plan along with other legacy plans, all of which are substantially complete. HP does not expect any further material activity associated with these plans.
|
(2)
|
Includes reclassification of liability related to the Enhanced Early Retirement (“EER”) plan of $44 million for certain healthcare and medical savings account benefits to pension and post-retirement plans. See Note 4 “Retirement and Post -Retirement Benefit Plans” for further information.
|
|
Three months ended January 31
|
||||||||||||||||||||||
|
U.S. Defined Benefit Plans
|
|
Non-U.S. Defined Benefit Plans
|
|
Post-Retirement Benefit Plans
|
||||||||||||||||||
|
2020
|
|
2019
|
|
2020
|
|
2019
|
|
2020
|
|
2019
|
||||||||||||
|
In millions
|
||||||||||||||||||||||
Service cost
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
16
|
|
|
$
|
14
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Interest cost
|
103
|
|
|
123
|
|
|
5
|
|
|
6
|
|
|
3
|
|
|
4
|
|
||||||
Expected return on plan assets
|
(175
|
)
|
|
(145
|
)
|
|
(11
|
)
|
|
(10
|
)
|
|
(6
|
)
|
|
(5
|
)
|
||||||
Amortization and deferrals:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Actuarial loss (gain)
|
16
|
|
|
15
|
|
|
10
|
|
|
8
|
|
|
(2
|
)
|
|
(8
|
)
|
||||||
Prior service benefit
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
(1
|
)
|
|
(3
|
)
|
|
(3
|
)
|
||||||
Net periodic (credit) benefit cost
|
(56
|
)
|
|
(7
|
)
|
|
19
|
|
|
17
|
|
|
(8
|
)
|
|
(12
|
)
|
||||||
Special termination benefit cost
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
44
|
|
|
—
|
|
||||||
Total periodic (credit) benefit cost
|
$
|
(56
|
)
|
|
$
|
(7
|
)
|
|
$
|
19
|
|
|
$
|
17
|
|
|
$
|
36
|
|
|
$
|
(12
|
)
|
|
As of
|
||||||
|
January 31, 2020
|
|
October 31, 2019
|
||||
|
In millions
|
||||||
Accounts receivable
|
$
|
4,955
|
|
|
$
|
6,142
|
|
Allowance for doubtful accounts
|
(98
|
)
|
|
(111
|
)
|
||
|
$
|
4,857
|
|
|
$
|
6,031
|
|
|
Three months ended January 31, 2020
|
||
|
In millions
|
||
Balance at beginning of period
|
$
|
111
|
|
Provision for doubtful accounts
|
(2
|
)
|
|
Deductions, net of recoveries
|
(11
|
)
|
|
Balance at end of period
|
$
|
98
|
|
|
Three months ended January 31
|
||||||
|
2020
|
|
2019
|
||||
|
In millions
|
||||||
Balance at beginning of period(1)
|
$
|
235
|
|
|
$
|
165
|
|
Trade receivables sold
|
2,857
|
|
|
3,036
|
|
||
Cash receipts
|
(3,004
|
)
|
|
(3,010
|
)
|
||
Foreign currency and other
|
—
|
|
|
3
|
|
||
Balance at end of period(1)
|
$
|
88
|
|
|
$
|
194
|
|
(1)
|
Amounts outstanding from third parties reported in Accounts Receivable in the Consolidated Condensed Balance Sheets.
|
|
As of
|
||||||
|
January 31, 2020
|
|
October 31, 2019
|
||||
|
In millions
|
||||||
Finished goods
|
$
|
3,061
|
|
|
$
|
3,855
|
|
Purchased parts and fabricated assemblies
|
1,885
|
|
|
1,879
|
|
||
|
$
|
4,946
|
|
|
$
|
5,734
|
|
|
As of
|
||||||
|
January 31, 2020
|
|
October 31, 2019
|
||||
|
In millions
|
||||||
Supplier and other receivables
|
$
|
1,272
|
|
|
$
|
1,951
|
|
Prepaid and other current assets
|
1,022
|
|
|
967
|
|
||
Value-added taxes receivable
|
887
|
|
|
957
|
|
||
Available-for-sale investments(1)
|
288
|
|
|
—
|
|
||
|
$
|
3,469
|
|
|
$
|
3,875
|
|
(1)
|
See Note 8, “Financial Instruments” for detailed information.
|
|
As of
|
||||||
|
January 31, 2020
|
|
October 31, 2019
|
||||
|
In millions
|
||||||
Land, buildings and leasehold improvements
|
$
|
1,988
|
|
|
$
|
1,977
|
|
Machinery and equipment, including equipment held for lease
|
5,161
|
|
|
5,060
|
|
||
|
7,149
|
|
|
7,037
|
|
||
Accumulated depreciation
|
(4,393
|
)
|
|
(4,243
|
)
|
||
|
$
|
2,756
|
|
|
$
|
2,794
|
|
|
As of
|
||||||
|
January 31, 2020
|
|
October 31, 2019
|
||||
|
In millions
|
||||||
Deferred tax assets
|
$
|
2,477
|
|
|
$
|
2,620
|
|
Right-of-use assets from operating leases, net(1)
|
1,112
|
|
|
—
|
|
||
Intangible assets
|
632
|
|
|
661
|
|
||
Tax indemnifications receivable
|
40
|
|
|
42
|
|
||
Other(2)
|
775
|
|
|
801
|
|
||
|
$
|
5,036
|
|
|
$
|
4,124
|
|
(1)
|
See Note 1, “Basis of Presentation” and Note 14, “Leases” for detailed information.
|
(2)
|
Includes marketable equity securities and mutual funds classified as available-for-sale investments of $60 million and $56 million as of January 31, 2020 and October 31, 2019, respectively. See Note 8, “Financial Instruments” for detailed information.
|
|
As of
|
||||||
|
January 31, 2020
|
|
October 31, 2019
|
||||
|
In millions
|
||||||
Sales and marketing programs
|
$
|
3,215
|
|
|
$
|
3,361
|
|
Deferred revenue
|
1,148
|
|
|
1,178
|
|
||
Other accrued taxes
|
829
|
|
|
1,060
|
|
||
Employee compensation and benefit
|
739
|
|
|
1,103
|
|
||
Warranty
|
655
|
|
|
663
|
|
||
Operating lease liabilities(1)
|
255
|
|
|
—
|
|
||
Tax liability
|
241
|
|
|
237
|
|
||
Other
|
3,054
|
|
|
2,541
|
|
||
|
$
|
10,136
|
|
|
$
|
10,143
|
|
(1)
|
See Note 1, “Basis of Presentation” and Note 14, “Leases” for detailed information.
|
|
As of
|
||||||
|
January 31, 2020
|
|
October 31, 2019
|
||||
|
In millions
|
||||||
Pension, post-retirement, and post-employment liabilities
|
$
|
1,682
|
|
|
$
|
1,762
|
|
Operating lease liabilities(1)
|
920
|
|
|
—
|
|
||
Deferred revenue
|
1,058
|
|
|
1,069
|
|
||
Tax liability
|
853
|
|
|
848
|
|
||
Deferred tax liability
|
59
|
|
|
60
|
|
||
Other
|
919
|
|
|
848
|
|
||
|
$
|
5,491
|
|
|
$
|
4,587
|
|
|
Three months ended January 31
|
||||||
|
2020
|
|
2019
|
||||
|
In millions
|
||||||
Interest expense on borrowings
|
$
|
(58
|
)
|
|
$
|
(64
|
)
|
Other, net
|
71
|
|
|
38
|
|
||
|
$
|
13
|
|
|
$
|
(26
|
)
|
|
Three months ended January 31
|
||||||
|
2020
|
|
2019
|
||||
|
In millions
|
||||||
Americas
|
$
|
5,959
|
|
|
$
|
6,032
|
|
Europe, Middle East and Africa
|
5,232
|
|
|
5,358
|
|
||
Asia-Pacific and Japan
|
3,427
|
|
|
3,320
|
|
||
Total net revenue
|
$
|
14,618
|
|
|
$
|
14,710
|
|
•
|
the contract has an original expected duration of one year or less; or
|
•
|
the revenue from the performance obligation is recognized over time on an as-invoiced basis when the amount corresponds directly with the value to the customer; or
|
•
|
the portion of the transaction price that is variable in nature is allocated entirely to a wholly unsatisfied performance obligation.
|
|
As of January 31, 2020
|
|
As of October 31, 2019
|
||||||||||||||||||||||||||||
|
Fair Value Measured Using
|
|
|
|
Fair Value Measured Using
|
|
|
||||||||||||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||||||||||
|
In millions
|
||||||||||||||||||||||||||||||
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Cash Equivalents:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Corporate debt
|
$
|
—
|
|
|
$
|
1,001
|
|
|
$
|
—
|
|
|
$
|
1,001
|
|
|
$
|
—
|
|
|
$
|
1,283
|
|
|
$
|
—
|
|
|
$
|
1,283
|
|
Government debt(1)
|
2,050
|
|
|
112
|
|
|
—
|
|
|
2,162
|
|
|
2,422
|
|
|
—
|
|
|
—
|
|
|
2,422
|
|
||||||||
Available-for-Sale Investments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Corporate debt
|
—
|
|
|
242
|
|
|
—
|
|
|
242
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Financial institution instruments
|
—
|
|
|
31
|
|
|
—
|
|
|
31
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Government debt(1)
|
—
|
|
|
15
|
|
|
—
|
|
|
15
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Marketable equity securities and Mutual funds
|
10
|
|
|
50
|
|
|
—
|
|
|
60
|
|
|
6
|
|
|
50
|
|
|
—
|
|
|
56
|
|
||||||||
Derivative Instruments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Interest rate contracts
|
—
|
|
|
4
|
|
|
—
|
|
|
4
|
|
|
—
|
|
|
4
|
|
|
—
|
|
|
4
|
|
||||||||
Foreign currency contracts
|
—
|
|
|
374
|
|
|
—
|
|
|
374
|
|
|
—
|
|
|
381
|
|
|
—
|
|
|
381
|
|
||||||||
Other derivatives
|
—
|
|
|
13
|
|
|
—
|
|
|
13
|
|
|
—
|
|
|
7
|
|
|
—
|
|
|
7
|
|
||||||||
Total Assets
|
$
|
2,060
|
|
|
$
|
1,842
|
|
|
$
|
—
|
|
|
$
|
3,902
|
|
|
$
|
2,428
|
|
|
$
|
1,725
|
|
|
$
|
—
|
|
|
$
|
4,153
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Derivative Instruments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Foreign currency contracts
|
—
|
|
|
149
|
|
|
—
|
|
|
149
|
|
|
—
|
|
|
165
|
|
|
—
|
|
|
165
|
|
||||||||
Other derivatives
|
—
|
|
|
2
|
|
|
—
|
|
|
2
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
1
|
|
||||||||
Total Liabilities
|
$
|
—
|
|
|
$
|
151
|
|
|
$
|
—
|
|
|
$
|
151
|
|
|
$
|
—
|
|
|
$
|
166
|
|
|
$
|
—
|
|
|
$
|
166
|
|
|
As of January 31, 2020
|
|
As of October 31, 2019
|
||||||||||||||||||||||||||||
|
Cost
|
|
Gross Unrealized Gain
|
|
Gross Unrealized Loss
|
|
Fair Value
|
|
Cost
|
|
Gross Unrealized Gain
|
|
Gross Unrealized Loss
|
|
Fair Value
|
||||||||||||||||
|
In millions
|
||||||||||||||||||||||||||||||
Cash Equivalents:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Corporate debt
|
$
|
1,001
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,001
|
|
|
$
|
1,283
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,283
|
|
Government debt
|
2,162
|
|
|
—
|
|
|
—
|
|
|
2,162
|
|
|
2,422
|
|
|
—
|
|
|
—
|
|
|
2,422
|
|
||||||||
Total cash equivalents
|
3,163
|
|
|
—
|
|
|
—
|
|
|
3,163
|
|
|
3,705
|
|
|
—
|
|
|
—
|
|
|
3,705
|
|
||||||||
Available-for-Sale Investments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Corporate debt (1)
|
242
|
|
|
—
|
|
|
—
|
|
|
242
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Financial institution instruments (1)
|
31
|
|
|
—
|
|
|
—
|
|
|
31
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Government debt (1)
|
15
|
|
|
—
|
|
|
—
|
|
|
15
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Marketable equity securities and Mutual funds
|
40
|
|
|
20
|
|
|
—
|
|
|
60
|
|
|
40
|
|
|
16
|
|
|
—
|
|
|
56
|
|
||||||||
Total available-for-sale investments
|
328
|
|
|
20
|
|
|
—
|
|
|
348
|
|
|
40
|
|
|
16
|
|
|
—
|
|
|
56
|
|
||||||||
Total cash equivalents and available-for-sale investments
|
$
|
3,491
|
|
|
$
|
20
|
|
|
$
|
—
|
|
|
$
|
3,511
|
|
|
$
|
3,745
|
|
|
$
|
16
|
|
|
$
|
—
|
|
|
$
|
3,761
|
|
(1)
|
HP classifies its marketable debt securities as available-for-sale investments within Other current assets on the Consolidated Condensed Balance Sheets, including those with maturity dates beyond one year, based on their highly liquid nature and availability for use in current operations.
|
|
As of January 31, 2020
|
||||||
|
Amortized
Cost |
|
Fair Value
|
||||
|
In millions
|
||||||
Due in one year or less
|
$
|
288
|
|
|
$
|
288
|
|
|
As of January 31, 2020
|
|
As of October 31, 2019
|
||||||||||||||||||||||||||||||||||||
|
Outstanding Gross Notional
|
|
Other Current Assets
|
|
Other Non-Current Assets
|
|
Other Current Liabilities
|
|
Other Non-Current Liabilities
|
|
Outstanding Gross Notional
|
|
Other Current Assets
|
|
Other Non-Current Assets
|
|
Other Current Liabilities
|
|
Other Non-Current Liabilities
|
||||||||||||||||||||
|
In millions
|
||||||||||||||||||||||||||||||||||||||
Derivatives designated as hedging instruments
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Fair value hedges:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest rate contracts
|
$
|
750
|
|
|
$
|
—
|
|
|
$
|
4
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
750
|
|
|
$
|
—
|
|
|
$
|
4
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash flow hedges:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Foreign currency contracts
|
15,980
|
|
|
258
|
|
|
99
|
|
|
104
|
|
|
26
|
|
|
15,639
|
|
|
260
|
|
|
111
|
|
|
123
|
|
|
28
|
|
||||||||||
Total derivatives designated as hedging instruments
|
16,730
|
|
|
258
|
|
|
103
|
|
|
104
|
|
|
26
|
|
|
16,389
|
|
|
260
|
|
|
115
|
|
|
123
|
|
|
28
|
|
||||||||||
Derivatives not designated as hedging instruments
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Foreign currency contracts
|
5,406
|
|
|
17
|
|
|
—
|
|
|
19
|
|
|
—
|
|
|
7,146
|
|
|
10
|
|
|
—
|
|
|
14
|
|
|
—
|
|
||||||||||
Other derivatives
|
151
|
|
|
13
|
|
|
—
|
|
|
2
|
|
|
—
|
|
|
134
|
|
|
7
|
|
|
—
|
|
|
1
|
|
|
—
|
|
||||||||||
Total derivatives not designated as hedging instruments
|
5,557
|
|
|
30
|
|
|
—
|
|
|
21
|
|
|
—
|
|
|
7,280
|
|
|
17
|
|
|
—
|
|
|
15
|
|
|
—
|
|
||||||||||
Total derivatives
|
$
|
22,287
|
|
|
$
|
288
|
|
|
$
|
103
|
|
|
$
|
125
|
|
|
$
|
26
|
|
|
$
|
23,669
|
|
|
$
|
277
|
|
|
$
|
115
|
|
|
$
|
138
|
|
|
$
|
28
|
|
|
In the Consolidated Condensed Balance Sheets
|
|
|
|
|
||||||||||||||||||||
|
|
|
|
|
|
|
Gross Amounts Not Offset
|
|
|
|
|
||||||||||||||
|
Gross Amount
Recognized
(i)
|
Gross Amount
Offset
(ii)
|
Net Amount
Presented
(iii) = (i)–(ii)
|
|
Derivatives
(iv)
|
|
Financial
Collateral
(v)
|
|
|
|
Net Amount
(vi) = (iii)–(iv)–(v)
|
||||||||||||||
|
In millions
|
||||||||||||||||||||||||
As of January 31, 2020
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Derivative assets
|
$
|
391
|
|
|
$
|
—
|
|
|
$
|
391
|
|
|
$
|
104
|
|
|
$
|
247
|
|
(1)
|
|
$
|
40
|
|
|
Derivative liabilities
|
$
|
151
|
|
|
$
|
—
|
|
|
$
|
151
|
|
|
$
|
104
|
|
|
$
|
42
|
|
(2)
|
|
$
|
5
|
|
|
As of October 31, 2019
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Derivative assets
|
$
|
392
|
|
|
$
|
—
|
|
|
$
|
392
|
|
|
$
|
113
|
|
|
$
|
259
|
|
(1)
|
|
$
|
20
|
|
|
Derivative liabilities
|
$
|
166
|
|
|
$
|
—
|
|
|
$
|
166
|
|
|
$
|
113
|
|
|
$
|
43
|
|
(2)
|
|
$
|
10
|
|
(1)
|
Represents the cash collateral posted by counterparties as of the respective reporting date for HP’s asset position, net of derivative amounts that could be offset, as of, generally, two business days prior to the respective reporting date.
|
(2)
|
Represents the collateral posted by HP through re-use of counterparty cash collateral as of the respective reporting date for HP’s liability position, net of derivative amounts that could be offset, as of, generally, two business days prior to the respective reporting date.
|
|
|
|
|
Total amounts of income/ (expense) line items presented in the statement of financial performance in which the effects of fair value hedges are recorded
|
|
Gain/(Loss) Recognized in Earnings on Derivative Instrument
|
|
|
|
|
|
Gain/(Loss) Recognized in Earnings on Derivative and Related Hedged Item
|
||||||||
Derivative Instrument
|
|
Location
|
|
Three months ended January 31, 2020
|
|
Three months ended January 31, 2020
|
|
Hedged Item
|
|
Location
|
|
Three months ended January 31, 2020
|
||||||||
|
|
|
|
In millions
|
|
|
|
|
|
In millions
|
||||||||||
Interest rate contracts
|
|
Interest and other, net
|
|
$
|
13
|
|
|
$
|
—
|
|
|
Fixed-rate debt
|
|
Interest and other, net
|
|
$
|
—
|
|
|
|
|
|
Total amounts of income/ (expense) line items presented in the statement of financial performance in which the effects of fair value hedges are recorded
|
|
Gain/(Loss) Recognized in Earnings on Derivative Instrument
|
|
|
|
|
|
Gain/(Loss) Recognized in Earnings on Derivative and Related Hedged Item
|
||||||||
Derivative Instrument
|
|
Location
|
|
Three months ended January 31, 2019
|
|
Three months ended January 31, 2019
|
|
Hedged Item
|
|
Location
|
|
Three months ended January 31, 2019
|
||||||||
|
|
|
|
In millions
|
|
|
|
|
|
In millions
|
||||||||||
Interest rate contracts
|
|
Interest and other, net
|
|
$
|
(26
|
)
|
|
$
|
(12
|
)
|
|
Fixed-rate debt
|
|
Interest and other, net
|
|
$
|
12
|
|
|
Gain/(Loss) Recognized in Other Comprehensive Income ("OCI") on Derivatives
|
|
|
Total amounts of income and expense line items presented in the statement of financial performance in which the effects of cash flow hedges are recorded
|
|
Gain /(Loss) Reclassified from Accumulated OCI Into
Earnings |
|||||||
|
Three months ended January 31, 2020
|
|
Location
|
|
Three months ended January 31, 2020
|
||||||||
|
In millions
|
|
|
In millions
|
|||||||||
Cash flow hedges:
|
|
|
|
|
|
|
|
|
|
|
|||
Foreign currency contracts
|
$
|
60
|
|
|
Net revenue
|
|
$
|
14,618
|
|
|
$
|
61
|
|
|
|
|
|
Cost of revenue
|
|
(11,746
|
)
|
|
(1
|
)
|
|||
|
|
|
|
Operating expenses
|
|
(2,007
|
)
|
|
(1
|
)
|
|||
Total
|
$
|
60
|
|
|
|
|
|
|
$
|
59
|
|
|
Gain/(Loss) Recognized in Other Comprehensive Income ("OCI") on Derivatives
|
|
|
Total amounts of income and expense line items presented in the statement of financial performance in which the effects of cash flow hedges are recorded
|
|
Gain /(Loss) Reclassified from Accumulated OCI Into
Earnings |
|||||||
|
Three months ended January 31, 2019
|
|
Location
|
|
Three months ended January 31, 2019
|
||||||||
|
In millions
|
|
|
In millions
|
|||||||||
Cash flow hedges:
|
|
|
|
|
|
|
|
|
|
|
|||
Foreign currency contracts
|
$
|
(107
|
)
|
|
Net revenue
|
|
$
|
14,710
|
|
|
$
|
191
|
|
|
|
|
|
Cost of revenue
|
|
(12,098
|
)
|
|
(10
|
)
|
|||
|
|
|
|
Operating expenses
|
|
(1,686
|
)
|
|
(2
|
)
|
|||
Total
|
$
|
(107
|
)
|
|
|
|
|
|
$
|
179
|
|
|
(Loss) /Gain Recognized in Earnings on Derivatives
|
||||||||
|
Location
|
|
Three months ended January 31, 2020
|
|
Three months ended January 31, 2019
|
||||
|
|
|
In millions
|
||||||
Foreign currency contracts
|
Interest and other, net
|
|
$
|
(8
|
)
|
|
$
|
(40
|
)
|
Other derivatives
|
Interest and other, net
|
|
5
|
|
|
14
|
|
||
Total
|
|
|
$
|
(3
|
)
|
|
$
|
(26
|
)
|
|
As of January 31, 2020
|
|
As of October 31, 2019
|
||||||||||
|
Amount
Outstanding |
|
Weighted-Average
Interest Rate |
|
Amount
Outstanding |
|
Weighted-Average
Interest Rate |
||||||
|
In millions
|
|
|
|
In millions
|
|
|
||||||
Current portion of long-term debt
|
$
|
878
|
|
|
3.7
|
%
|
|
$
|
307
|
|
|
3.6
|
%
|
Notes payable to banks, lines of credit and other
|
45
|
|
|
0.7
|
%
|
|
50
|
|
|
2.0
|
%
|
||
|
$
|
923
|
|
|
|
|
|
$
|
357
|
|
|
|
|
|
As of
|
||||||
|
January 31, 2020
|
|
October 31, 2019
|
||||
|
In millions
|
||||||
U.S. Dollar Global Notes(1)
|
|
|
|
|
|
||
2009 Shelf Registration Statement:
|
|
|
|
|
|
||
$1,350 issued at discount to par at a price of 99.827% in December 2010 at 3.75%, due December 2020
|
$
|
649
|
|
|
$
|
648
|
|
$1,250 issued at discount to par at a price of 99.799% in May 2011 at 4.3%, due June 2021
|
667
|
|
|
667
|
|
||
$1,000 issued at discount to par at a price of 99.816% in September 2011 at 4.375%, due September 2021
|
538
|
|
|
538
|
|
||
$1,500 issued at discount to par at a price of 99.707% in December 2011 at 4.65%, due December 2021
|
695
|
|
|
695
|
|
||
$500 issued at discount to par at a price of 99.771% in March 2012 at 4.05%, due September 2022
|
499
|
|
|
499
|
|
||
$1,200 issued at discount to par at a price of 99.863% in September 2011 at 6.0%, due September 2041
|
1,199
|
|
|
1,199
|
|
||
|
4,247
|
|
|
4,246
|
|
||
Other borrowings at 0.51%-8.42%, due in calendar years 2020-2027
|
574
|
|
|
853
|
|
||
Fair value adjustment related to hedged debt
|
4
|
|
|
4
|
|
||
Unamortized debt issuance cost
|
(15
|
)
|
|
(16
|
)
|
||
Current portion of long-term debt
|
(878
|
)
|
|
(307
|
)
|
||
Total long-term debt
|
$
|
3,932
|
|
|
$
|
4,780
|
|
(1)
|
HP may redeem some or all of the fixed-rate U.S. Dollar Global Notes at any time in accordance with the terms thereof. The U.S. Dollar Global Notes are senior unsecured debt.
|
|
Three months ended January 31
|
||||||
|
2020
|
|
2019
|
||||
|
In millions
|
||||||
Tax effect on change in unrealized components of available-for-sale debt securities:
|
|
|
|
|
|
||
Tax benefit on unrealized losses arising during the period
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
||||
Tax effect on change in unrealized components of cash flow hedges:
|
|
|
|
|
|||
Tax (provision) benefit on unrealized losses arising during the period
|
(16
|
)
|
|
20
|
|
||
Tax provision on gains reclassified into earnings
|
10
|
|
|
22
|
|
||
|
(6
|
)
|
|
42
|
|
||
Tax effect on change in unrealized components of defined benefit plans:
|
|
|
|
|
|
||
Tax provision on amortization of actuarial loss and prior service benefit
|
(5
|
)
|
|
(3
|
)
|
||
Tax provision on curtailments, settlements and other
|
—
|
|
|
1
|
|
||
|
(5
|
)
|
|
(2
|
)
|
||
Tax effect on change in cumulative translation adjustment
|
—
|
|
|
—
|
|
||
Tax (provision) benefit on other comprehensive loss
|
$
|
(11
|
)
|
|
$
|
40
|
|
|
Three months ended January 31
|
||||||
|
2020
|
|
2019
|
||||
|
In millions
|
||||||
Other comprehensive loss, net of taxes:
|
|
|
|
|
|
||
Change in unrealized components of available-for-sale debt securities:
|
|
|
|
|
|
||
Unrealized gains arising during the period
|
$
|
1
|
|
|
$
|
—
|
|
|
|
|
|
||||
Change in unrealized components of cash flow hedges:
|
|
|
|
|
|||
Unrealized gain (losses) arising during the period
|
44
|
|
|
(87
|
)
|
||
Gains reclassified into earnings
|
(49
|
)
|
|
(157
|
)
|
||
|
(5
|
)
|
|
(244
|
)
|
||
Change in unrealized components of defined benefit plans:
|
|
|
|
|
|
||
Amortization of actuarial loss and prior service benefit(1)
|
15
|
|
|
8
|
|
||
Curtailments, settlements and other
|
—
|
|
|
(1
|
)
|
||
|
15
|
|
|
7
|
|
||
Change in cumulative translation adjustment
|
6
|
|
|
(5
|
)
|
||
Other comprehensive gain (loss), net of taxes
|
$
|
17
|
|
|
$
|
(242
|
)
|
(1)
|
These components are included in the computation of net pension and post-retirement benefit (credit) charges in Note 4, “Retirement and Post-Retirement Benefit Plans”.
|
|
Three months ended January 31, 2020
|
||||||||||||||||||
|
Net unrealized
gains on available-for-sale debt securities |
|
Net unrealized
gains (losses) on cash flow hedges |
|
Unrealized
components of defined benefit plans |
|
Change in cumulative
translation adjustment |
|
Accumulated
other comprehensive loss |
||||||||||
|
In millions
|
||||||||||||||||||
Balance at beginning of period
|
$
|
9
|
|
|
$
|
172
|
|
|
$
|
(1,410
|
)
|
|
$
|
4
|
|
|
$
|
(1,225
|
)
|
Other comprehensive gain before reclassifications
|
1
|
|
|
44
|
|
|
—
|
|
|
6
|
|
|
51
|
|
|||||
Reclassifications of (gain) loss into earnings
|
—
|
|
|
(49
|
)
|
|
15
|
|
|
—
|
|
|
(34
|
)
|
|||||
Balance at end of period
|
$
|
10
|
|
|
$
|
167
|
|
|
$
|
(1,395
|
)
|
|
$
|
10
|
|
|
$
|
(1,208
|
)
|
|
Three months ended January 31
|
||||||
|
2020
|
|
2019
|
||||
|
In millions, except per share amounts
|
||||||
Numerator:
|
|
|
|
|
|
||
Net earnings
|
$
|
678
|
|
|
$
|
803
|
|
Denominator:
|
|
|
|
|
|
||
Weighted-average shares used to compute basic net EPS
|
1,454
|
|
|
1,556
|
|
||
Dilutive effect of employee stock plans
|
6
|
|
|
11
|
|
||
Weighted-average shares used to compute diluted net EPS
|
1,460
|
|
|
1,567
|
|
||
Net earnings per share:
|
|
|
|
|
|
||
Basic
|
$
|
0.47
|
|
|
$
|
0.52
|
|
Diluted
|
$
|
0.46
|
|
|
$
|
0.51
|
|
Anti-dilutive weighted-average stock-based compensation awards(1)
|
9
|
|
|
5
|
|
(1)
|
HP excludes from the calculation of diluted net EPS stock options and restricted stock units where the assumed proceeds exceed the average market price, because their effect would be anti-dilutive. The assumed proceeds of a stock option include the sum of its exercise price, and average unrecognized compensation cost. The assumed proceeds of a restricted stock unit represent unrecognized compensation cost.
|
|
Three months ended January 31, 2020
|
||
|
In millions
|
||
Balance at beginning of period
|
$
|
922
|
|
Accruals for warranties issued
|
245
|
|
|
Adjustments related to pre-existing warranties (including changes in estimates)
|
(9
|
)
|
|
Settlements made (in cash or in kind)
|
(243
|
)
|
|
Balance at end of period
|
$
|
915
|
|
|
Three months ended
|
||
|
January 31, 2020
|
||
|
In millions
|
||
Operating lease cost
|
$
|
67
|
|
Variable cost
|
27
|
|
|
Total lease expense
|
$
|
94
|
|
|
Three months ended January 31, 2020
|
||
|
In millions
|
||
Cash paid for amount included in the measurement of lease liabilities:
|
$
|
63
|
|
Right-of-use assets obtained in exchange of lease liabilities(1):
|
$
|
27
|
|
|
As of
|
|
|
January 31, 2020
|
|
Weighted-average remaining lease term in years:
|
7
|
|
Weighted-average discount rate
|
2.3
|
%
|
Fiscal year
|
In millions
|
||
2020
|
$
|
218
|
|
2021
|
219
|
|
|
2022
|
175
|
|
|
2023
|
140
|
|
|
2024
|
113
|
|
|
Thereafter
|
425
|
|
|
Total lease payments
|
1,290
|
|
|
Less: Imputed interest
|
(115
|
)
|
|
Total lease liabilities
|
$
|
1,175
|
|
Fiscal year
|
In millions
|
||
Less than 1 year
|
$
|
284
|
|
1-3 years
|
399
|
|
|
3-5 years
|
262
|
|
|
More than 5 years
|
395
|
|
|
Total (1)
|
$
|
1,340
|
|
•
|
Overview. A discussion of our business and other highlights affecting the company to provide context for the remainder of this MD&A.
|
•
|
Critical Accounting Policies and Estimates. A discussion of accounting policies and estimates that we believe are important to understanding the assumptions and judgments incorporated in our reported financial results.
|
•
|
Results of Operations. An analysis of our operations financial results comparing the three months ended January 31, 2020 to the prior-year period. A discussion of the results of operations is followed by a more detailed discussion of the results of operations by segment.
|
•
|
Liquidity and Capital Resources. An analysis of changes in our cash flows and a discussion of our liquidity and financial condition.
|
•
|
Contractual and Other Obligations. An overview of contractual obligations, retirement and post-retirement benefit plan contributions, cost-saving plans, uncertain tax positions and off-balance sheet arrangements of our operations.
|
•
|
In Personal Systems, our strategic focus is on profitable growth through market segmentation with respect to enhanced innovation in multi-operating systems, multi-architecture, geography, customer segments and other key attributes. Additionally, we are investing in end point services and solutions. We are focused on services including Device as a Service as the market begins to shift to contractual solutions. We believe that we are well positioned due to our competitive product lineup.
|
•
|
In Printing, our strategic focus is on contractual solutions and graphics, as well as expanding our footprint in the 3D printing & digital manufacturing marketplace. In contractual solutions, we have a continued focus on Managed Print Services (“MPS”) and Instant Ink. In graphics, we offer a broad solutions portfolio to address multiple segments and applications in the graphics industry.
|
•
|
In Personal Systems, we face challenges with industry component availability and a competitive pricing environment.
|
•
|
In Printing, a competitive pricing environment, including from non-original supplies (which includes imitation, refill or remanufactured alternatives), and a weakened market in certain geographies with associated pricing sensitivity of our customers present challenges. We also face challenges in Printing, primarily in EMEA, due to our multi-tier distribution network, including limiting grey marketing and the potential misuse of pricing programs. We also obtain many Printing components from single sources due to technology, availability, price, quality or other considerations. For instance, we source the majority of our A4 and a portion of our A3 portfolio of laser printer engines and laser toner cartridges from Canon. Any decision by either party to not renew our agreement with Canon or to limit or reduce the scope of the agreement could adversely affect our net revenue from LaserJet products; however, we have a long-standing business relationship with Canon and anticipate renewal of this agreement.
|
|
Three months ended January 31
|
||||||||||||
|
2020
|
|
2019
|
||||||||||
|
Dollars
|
|
% of Net Revenue
|
|
Dollars
|
|
% of Net Revenue
|
||||||
|
Dollars in millions
|
||||||||||||
Net revenue
|
$
|
14,618
|
|
|
100.0
|
%
|
|
$
|
14,710
|
|
|
100.0
|
%
|
Cost of revenue
|
(11,746
|
)
|
|
(80.4
|
)%
|
|
(12,098
|
)
|
|
(82.2
|
)%
|
||
Gross profit
|
2,872
|
|
|
19.6
|
%
|
|
2,612
|
|
|
17.8
|
%
|
||
Research and development
|
(400
|
)
|
|
(2.7
|
)%
|
|
(344
|
)
|
|
(2.3
|
)%
|
||
Selling, general and administrative
|
(1,290
|
)
|
|
(8.8
|
)%
|
|
(1,248
|
)
|
|
(8.6
|
)%
|
||
Restructuring and other charges
|
(291
|
)
|
|
(2.0
|
)%
|
|
(55
|
)
|
|
(0.4
|
)%
|
||
Acquisition-related charges
|
—
|
|
|
—
|
%
|
|
(10
|
)
|
|
—
|
%
|
||
Amortization of intangible assets
|
(26
|
)
|
|
(0.2
|
)%
|
|
(29
|
)
|
|
(0.2
|
)%
|
||
Earnings from operations
|
865
|
|
|
5.9
|
%
|
|
926
|
|
|
6.3
|
%
|
||
Interest and other, net
|
13
|
|
|
0.1
|
%
|
|
(26
|
)
|
|
(0.2
|
)%
|
||
Earnings before taxes
|
878
|
|
|
6.0
|
%
|
|
900
|
|
|
6.1
|
%
|
||
Provision for taxes
|
(200
|
)
|
|
(1.4
|
)%
|
|
(97
|
)
|
|
(0.6
|
)%
|
||
Net earnings
|
$
|
678
|
|
|
4.6
|
%
|
|
$
|
803
|
|
|
5.5
|
%
|
|
Three months ended January 31
|
|||||||||
|
2020
|
|
2019
|
|
% Change
|
|||||
|
Dollars in millions
|
|||||||||
Net revenue
|
$
|
9,892
|
|
|
$
|
9,657
|
|
|
2.4
|
%
|
Earnings from operations
|
$
|
662
|
|
|
$
|
410
|
|
|
61.5
|
%
|
Earnings from operations as a % of net revenue
|
6.7
|
%
|
|
4.2
|
%
|
|
|
|
|
Three months ended January 31
|
|||||||||
|
Net Revenue
|
|
Weighted Net Revenue Change(1)
|
|||||||
|
2020
|
|
2019
|
|
||||||
|
Dollars in millions
|
|
Percentage Points
|
|||||||
Notebooks
|
$
|
5,974
|
|
|
$
|
5,919
|
|
|
0.6
|
|
Desktops
|
2,923
|
|
|
2,857
|
|
|
0.7
|
|
||
Workstations
|
594
|
|
|
562
|
|
|
0.3
|
|
||
Other
|
401
|
|
|
319
|
|
|
0.8
|
|
||
Total Personal Systems
|
$
|
9,892
|
|
|
$
|
9,657
|
|
|
2.4
|
|
|
Three months ended January 31
|
|||||||||
|
2020
|
|
2019
|
|
% Change
|
|||||
|
Dollars in millions
|
|||||||||
Net revenue
|
$
|
4,724
|
|
|
$
|
5,056
|
|
|
(6.6
|
)%
|
Earnings from operations
|
$
|
754
|
|
|
$
|
821
|
|
|
(8.2
|
)%
|
Earnings from operations as a % of net revenue
|
16.0
|
%
|
|
16.2
|
%
|
|
|
|
|
Three months ended January 31
|
|||||||||
|
Net Revenue
|
|
Weighted Net Revenue Change(1)
|
|||||||
|
2020
|
|
2019
|
|
||||||
|
Dollars in millions
|
|
Percentage Points
|
|||||||
Supplies
|
$
|
3,041
|
|
|
$
|
3,267
|
|
|
(4.5
|
)
|
Commercial Hardware
|
1,076
|
|
|
1,090
|
|
|
(0.3
|
)
|
||
Consumer Hardware
|
607
|
|
|
699
|
|
|
(1.8
|
)
|
||
Total Printing
|
$
|
4,724
|
|
|
$
|
5,056
|
|
|
(6.6
|
)
|
|
Three months ended January 31
|
||||||
|
2020
|
|
2019
|
||||
|
In millions
|
||||||
Net cash provided by operating activities
|
$
|
1,285
|
|
|
$
|
862
|
|
Net cash used in investing activities
|
(498
|
)
|
|
(318
|
)
|
||
Net cash used in financing activities
|
(1,119
|
)
|
|
(2,343
|
)
|
||
Net decrease in cash and cash equivalents
|
$
|
(332
|
)
|
|
$
|
(1,799
|
)
|
|
As of
|
|
As of
|
|
|
|||||||||||||||
|
January 31, 2020
|
|
October 31, 2019
|
|
Change
|
|
January 31, 2019
|
|
October 31, 2018
|
|
Change
|
|
Y/Y Change
|
|||||||
Days of sales outstanding in accounts receivable (“DSO”)
|
30
|
|
|
35
|
|
|
(5
|
)
|
|
31
|
|
|
30
|
|
|
1
|
|
|
(1
|
)
|
Days of supply in inventory (“DOS”)
|
38
|
|
|
41
|
|
|
(3
|
)
|
|
42
|
|
|
43
|
|
|
(1
|
)
|
|
(4
|
)
|
Days of purchases outstanding in accounts payable (“DPO”)
|
(98
|
)
|
|
(107
|
)
|
|
9
|
|
|
(108
|
)
|
|
(105
|
)
|
|
(3
|
)
|
|
10
|
|
Cash conversion cycle
|
(30
|
)
|
|
(31
|
)
|
|
1
|
|
|
(35
|
)
|
|
(32
|
)
|
|
(3
|
)
|
|
5
|
|
|
As of January 31, 2020
|
||
|
In millions
|
||
2019 Shelf Registration Statement
|
Unspecified
|
|
|
Uncommitted lines of credit
|
$
|
701
|
|
Period
|
Total
Number of Shares Purchased |
|
Average
Price Paid per Share |
|
Total Number of
Shares Purchased as Part of Publicly Announced Plans or Programs |
|
Approximate Dollar
Value of Shares that May Yet Be Purchased under the Plans or Programs |
||||||
|
In thousands, except per share amounts
|
||||||||||||
November 2019
|
7,452
|
|
|
$
|
19.16
|
|
|
7,452
|
|
|
$
|
6,355,801
|
|
December 2019
|
13,423
|
|
|
$
|
20.33
|
|
|
13,423
|
|
|
$
|
6,082,973
|
|
January 2020
|
12,931
|
|
|
$
|
21.28
|
|
|
12,931
|
|
|
$
|
5,807,764
|
|
Total
|
33,806
|
|
|
|
|
|
33,806
|
|
|
|
|
|
HP INC.
|
|
/s/ STEVE FIELER
|
|
Steve Fieler
Chief Financial Officer
(Principal Financial Officer and
Authorized Signatory)
|
Exhibit
Number
|
|
|
|
Incorporated by Reference
|
||||||
Exhibit Description
|
|
Form
|
|
File No.
|
|
Exhibit(s)
|
|
Filing Date
|
||
2(a)
|
|
|
8-K
|
|
001-04423
|
|
2.1
|
|
November 5, 2015
|
|
2(b)
|
|
|
8-K
|
|
001-04423
|
|
2.2
|
|
November 5, 2015
|
|
2(d)
|
|
|
8-K
|
|
001-04423
|
|
2.4
|
|
November 5, 2015
|
|
3(a)
|
|
|
10-Q
|
|
001-04423
|
|
3(a)
|
|
June 12, 1998
|
|
3(b)
|
|
|
10-Q
|
|
001-04423
|
|
3(b)
|
|
March 16, 2001
|
3(c)
|
|
|
8-K
|
|
001-04423
|
|
3.2
|
|
October 22, 2015
|
|
3(d)
|
|
|
8-K
|
|
001-04423
|
|
3.1
|
|
April 7, 2016
|
|
3(e)
|
|
|
8-K
|
|
001-04423
|
|
3.1
|
|
February 7, 2019
|
|
3(f)
|
|
|
8-K
|
|
001-04423
|
|
3.1
|
|
February 20, 2020
|
|
4(a)
|
|
|
S-3
|
|
333-215116
|
|
4.1
|
|
December 15, 2016
|
|
4(b)
|
|
|
S-3
|
|
333-21516
|
|
4.2
|
|
December 15, 2016
|
|
4(c)
|
|
|
8-K
|
|
001-04423
|
|
4.2 and 4.3
|
|
December 2, 2010
|
|
4(d)
|
|
Form of Registrant’s 4.300% Global Note due June 1, 2021 and form of related Officers’ Certificate.
|
|
8-K
|
|
001-04423
|
|
|
June 1, 2011
|
|
4(e)
|
|
Form of Registrant’s 4.375% Global Note due September 15, 2021 and 6.000% Global Note due September 15, 2041 and form of related Officers’ Certificate.
|
|
8-K
|
|
001-04423
|
|
|
September 19, 2011
|
|
4(f)
|
|
Form of Registrant’s 4.650% Global Note due December 9, 2021 and related Officers’ Certificate.
|
|
8-K
|
|
001-04423
|
|
|
December 12, 2011
|
|
4(g)
|
|
Form of Registrant’s 4.050% Global Note due September 15, 2022 and related Officers’ Certificate.
|
|
8-K
|
|
001-04423
|
|
|
March 12, 2012
|
|
4(h)
|
|
|
8-K/A
|
|
001-04423
|
|
4.1
|
|
June 23, 2006
|
|
4(i)
|
|
|
10-Q
|
|
001-04423
|
|
4(j)
|
|
June 5, 2018
|
|
4(j)
|
|
|
10-K
|
|
001-04423
|
|
4(j)
|
|
December 12, 2019
|
|
4(k)
|
|
|
8-K
|
|
001-04423
|
|
4.1
|
|
February 20, 2020
|
Exhibit
Number
|
|
|
|
Incorporated by Reference
|
||||||
Exhibit Description
|
|
Form
|
|
File No.
|
|
Exhibit(s)
|
|
Filing Date
|
||
10(a)
|
|
|
S-8
|
|
333-114253
|
|
4.1
|
|
April 7, 2004
|
|
10(b)
|
|
|
8-K
|
|
001-04423
|
|
10.2
|
|
September 21, 2006
|
|
10(c)
|
|
|
8-K
|
|
001-04423
|
|
99.3
|
|
November 23, 2005
|
|
10(d)
|
|
|
10-K
|
|
001-04423
|
|
10(h)
|
|
December 14, 2011
|
|
10(e)
|
|
|
10-Q
|
|
001-04423
|
|
10(u)(u)
|
|
June 13, 2002
|
|
10(f)
|
|
|
10-Q
|
|
001-04423
|
|
10(v)(v)
|
|
June 13, 2002
|
|
10(g)
|
|
|
8-K
|
|
001-04423
|
|
10.2
|
|
March 22, 2005
|
|
10(h)
|
|
|
8-K
|
|
001-04423
|
|
10.2
|
|
January 24, 2008
|
|
10(i)
|
|
|
10-Q
|
|
001-04423
|
|
10(o)(o)
|
|
March 10, 2008
|
|
10(j)
|
|
|
10-Q
|
|
001-04423
|
|
10(p)(p)
|
|
March 10, 2008
|
|
10(k)
|
|
|
10-Q
|
|
001-04423
|
|
10(t)(t)
|
|
June 6, 2008
|
|
10(1)
|
|
|
10-Q
|
|
001-04423
|
|
10(u)(u)
|
|
June 6, 2008
|
|
10(m)
|
|
|
10-K
|
|
001-04423
|
|
10(y)(y)
|
|
December 18, 2008
|
|
10(n)
|
|
|
10-Q
|
|
001-04423
|
|
10(b)(b)(b)
|
|
March 10, 2009
|
|
10(o)
|
|
|
10-K
|
|
001-04423
|
|
10(i)(i)(i)
|
|
December 15, 2010
|
|
10(p)
|
|
|
10-K
|
|
001-04423
|
|
10(j)(j)(j)
|
|
December 15, 2010
|
|
10(q)
|
|
|
10-K
|
|
001-04423
|
|
10(k)(k)(k)
|
|
December 15, 2010
|
|
10(r)
|
|
|
8-K
|
|
001-04423
|
|
10.2
|
|
March 21, 2013
|
|
10(s)
|
|
|
10-Q
|
|
001-04423
|
|
10(u)(u)
|
|
March 11, 2014
|
|
10(t)
|
|
|
10-Q
|
|
001-04423
|
|
10(v)(v)
|
|
March 11, 2014
|
|
10(u)
|
|
|
10-Q
|
|
001-04423
|
|
10(w)(w)
|
|
March 11, 2014
|
|
10(v)
|
|
|
10-Q
|
|
001-04423
|
|
10(x)(x)
|
|
March 11, 2014
|
|
10(w)
|
|
|
10-Q
|
|
001-04423
|
|
10(y)(y)
|
|
March 11, 2014
|
Exhibit
Number
|
|
|
|
Incorporated by Reference
|
||||||
Exhibit Description
|
|
Form
|
|
File No.
|
|
Exhibit(s)
|
|
Filing Date
|
||
10(x)
|
|
|
10-Q
|
|
001-04423
|
|
10(z)(z)
|
|
March 11, 2014
|
|
10(y)
|
|
|
10-Q
|
|
001-04423
|
|
10(a)(a)(a)
|
|
March 11, 2014
|
|
10(z)
|
|
|
10-Q
|
|
001-04423
|
|
10(b)(b)(b)
|
|
March 11, 2014
|
|
10(a)(a)
|
|
|
10-K
|
|
001-04423
|
|
10(c)(c)(c)
|
|
March 11, 2015
|
|
10(b)(b)
|
|
|
10-K
|
|
001-04423
|
|
10(d)(d)(d)
|
|
March 11, 2015
|
|
10(c)(c)
|
|
|
10-K
|
|
001-04423
|
|
10(e)(e)(e)
|
|
March 11, 2015
|
|
10(d)(d)
|
|
|
8-K
|
|
001-04423
|
|
10(f)(f)(f)
|
|
March 11, 2015
|
|
10(e)(e)
|
|
|
10-Q
|
|
001-04423
|
|
10(g)(g)(g)
|
|
March 11, 2015
|
|
10(f)(f)
|
|
|
10-Q
|
|
001-04423
|
|
10(h)(h)(h)
|
|
March 11, 2015
|
|
10(g)(g)
|
|
|
10-Q
|
|
001-04423
|
|
10(i)(i)(i)
|
|
March 11, 2015
|
|
10(h)(h)
|
|
|
10-Q
|
|
001-04423
|
|
10(b)(b)(b)
|
|
June 8, 2015
|
|
10(i)(i)
|
|
|
10-Q
|
|
001-04423
|
|
10(c)(c)(c)
|
|
June 8, 2015
|
|
10(j)(j)
|
|
|
10-Q
|
|
001-04423
|
|
10(j)(j)
|
|
June 5, 2018
|
|
10(k)(k)
|
|
|
10-Q
|
|
001-04423
|
|
10(k)(k)
|
|
March 5, 2019
|
|
10(l)(l)
|
|
|
10-K
|
|
001-04423
|
|
10(e)(e)(e)
|
|
December 16, 2015
|
|
10(m)(m)
|
|
|
10-K
|
|
001-04423
|
|
10(f)(f)(f)
|
|
December 16, 2015
|
|
10(n)(n)
|
|
|
10-K
|
|
001-04423
|
|
10(g)(g)(g)
|
|
December 16, 2015
|
Exhibit
Number
|
|
|
|
Incorporated by Reference
|
||||||
|
Exhibit Description
|
|
Form
|
|
File No.
|
|
Exhibit(s)
|
|
Filing Date
|
|
10(o)(o)
|
|
|
10-K/A
|
|
001-04423
|
|
10(n)(n)
|
|
December 15, 2017
|
|
10(p)(p)
|
|
|
|
|
|
|
|
|
|
|
10(q)(q)
|
|
|
10-Q
|
|
001-04423
|
|
10(p)(p)
|
|
March 3, 2016
|
|
10(r)(r)
|
|
|
10-Q
|
|
001-04423
|
|
10(q)(q)
|
|
March 3, 2016
|
|
10(s)(s)
|
|
|
10-Q
|
|
001-04423
|
|
10(r)(r)
|
|
March 3, 2016
|
|
10(t)(t)
|
|
|
10-Q
|
|
001-04423
|
|
10(s)(s)
|
|
March 3, 2016
|
|
10(u)(u)
|
|
|
10-Q
|
|
001-04423
|
|
10(t)(t)
|
|
March 3, 2016
|
|
10(v)(v)
|
|
|
10-Q
|
|
001-04423
|
|
10(w)(w)
|
|
March 2, 2017
|
|
10(w)(w)
|
|
|
10-Q
|
|
001-04423
|
|
10(x)(x)
|
|
March 2, 2017
|
|
10(x)(x)
|
|
|
10-Q
|
|
001-04423
|
|
10(y)(y)
|
|
March 2, 2017
|
|
10(y)(y)
|
|
|
10-Q
|
|
001-04423
|
|
10(z)(z)
|
|
March 2, 2017
|
|
10(z)(z)
|
|
|
10-Q
|
|
001-04423
|
|
10(a)(a)(a)
|
|
March 2, 2017
|
|
10(a)(a)(a)
|
|
|
10-Q
|
|
001-04423
|
|
10(b)(b)(b)
|
|
March 1, 2018
|
|
10(b)(b)(b)
|
|
|
10-Q
|
|
001-04423
|
|
10(c)(c)(c)
|
|
March 1, 2018
|
|
10(c)(c)(c)
|
|
|
10-Q
|
|
001-04423
|
|
10(d)(d)(d)
|
|
March 1, 2018
|
|
10(d)(d)(d)
|
|
|
10-Q
|
|
001-04423
|
|
10(e)(e)(e)
|
|
March 1, 2018
|
|
10(e)(e)(e)
|
|
|
10-Q
|
|
001-04423
|
|
10(f)(f)(f)
|
|
March 1, 2018
|
|
10(f)(f)(f)
|
|
|
10-K
|
|
001-04423
|
|
10(g)(g)(g)
|
|
December 13, 2018
|
|
10(g)(g)(g)
|
|
|
10-K
|
|
001-04423
|
|
10(h)(h)(h)
|
|
December 13, 2018
|
Exhibit
Number
|
|
|
|
Incorporated by Reference
|
|||||||
|
Exhibit Description
|
|
Form
|
|
File No.
|
|
Exhibit(s)
|
|
Filing Date
|
||
10(h)(h)(h)
|
|
|
|
10-Q
|
|
001-04423
|
|
10(j)(j)(j)
|
|
March 5, 2019
|
|
10(i)(i)(i)
|
|
|
|
10-Q
|
|
001-04423
|
|
10(k)(k)(k)
|
|
March 5, 2019
|
|
10(j)(j)(j)
|
|
|
|
10-Q
|
|
001-04423
|
|
10(l)(l)(l)
|
|
August 29, 2019
|
|
10(k)(k)(k)
|
|
|
|
10-K
|
|
001-04423
|
|
10(m)(m)(m)
|
|
December 12, 2019
|
|
10(l)(l)(l)
|
|
|
|
10-K
|
|
001-04423
|
|
10(n)(n)(n)
|
|
December 12, 2019
|
|
10(m)(m)(m)
|
|
|
|
|
|
|
|
|
|
|
|
10(n)(n)(n)
|
|
|
|
|
|
|
|
|
|
|
|
10(o)(o)(o)
|
|
|
|
|
|
|
|
|
|
|
|
10(p)(p)(p)
|
|
|
|
|
|
|
|
|
|
|
|
10(q)(q)(q)
|
|
|
|
|
|
|
|
|
|
|
|
31.1
|
|
|
|
|
|
|
|
|
|
|
|
31.2
|
|
|
|
|
|
|
|
|
|
|
|
32
|
|
|
|
|
|
|
|
|
|
|
|
101.INS
|
|
|
XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.†
|
|
|
|
|
|
|
|
|
101.SCH
|
|
|
Inline XBRL Taxonomy Extension Schema Document.†
|
|
|
|
|
|
|
|
|
101.CAL
|
|
|
Inline XBRL Taxonomy Extension Calculation Linkbase Document.†
|
|
|
|
|
|
|
|
|
101.DEF
|
|
|
Inline XBRL Taxonomy Extension Definition Linkbase Document.†
|
|
|
|
|
|
|
|
|
101.LAB
|
|
|
Inline XBRL Taxonomy Extension Label Linkbase Document.†
|
|
|
|
|
|
|
|
|
101.PRE
|
|
|
Inline XBRL Taxonomy Extension Presentation Linkbase Document.†
|
|
|
|
|
|
|
|
|
104
|
|
|
The cover page from the Company’s Quarterly Report on Form 10-Q for the quarter ended January 31, 2020, formatted in Inline XBRL.‡
|
|
|
|
|
|
|
|
|
Plan:
|
Second Amended and Restated HP Inc. 2004 Stock Incentive Plan
|
Vesting Schedule:
|
This Option vests 100% on the Grant Date and may be exercised in full as of the Grant Date
|
1.
|
This Option is granted under and pursuant to the Plan and is subject to each and all of the provisions thereof.
|
2.
|
The Option price shall be the per Share Grant Price set forth above.
|
3.
|
This Option is not transferable by the Director otherwise than by will or the laws of descent and distribution, and is exercisable only by the Director during his/her lifetime. This Option may not be transferred, assigned, pledged, or hypothecated by the Director during his/her lifetime, whether by operation of law or otherwise, and is not subject to execution, attachment or similar process.
|
4.
|
The Shares underlying this Option shall be fully vested as of the Grant Date.
|
5.
|
This Option will expire ten (10) years from the Grant Date set forth above, unless sooner terminated or canceled in accordance with the provisions of the Plan.
|
6.
|
This Option may be exercised by delivering to the Secretary of HP (or his/her delegate) a written notice stating the number of Shares as to which the Option is exercised (which notice must be accompanied by payment of the full Option price for such Shares), or by any other method HP has approved.
|
7.
|
All rights of the Director in this Option, to the extent that it has not been exercised, shall terminate upon the death of the Director (except as hereinafter provided). The Director may, by written notice to HP, designate one or more persons, including his/her legal representative, who shall by reason of the Director’s death acquire the right to exercise all or a portion of the Director’s Option. The person so designated must exercise this Option within the term of this Option set forth in paragraph 5. The person designated to exercise this Option after the Director’s death shall be bound by the provisions of the Plan.
|
8.
|
The Director hereby designates the following person(s) as the one(s) who may exercise this Option after his/her death as provided above:
|
9.
|
The Director agrees to receive stockholder information, including copies of any annual report, proxy and Form 10K, from the investor relations section of the HP web site at www.hp.com. The Director acknowledges that additional copies of the Plan, Plan prospectus, Plan information and stockholder information are available upon written or telephonic request to HP’s Secretary (or his/her delegate).
|
Grant Date:
|
||||||||||
Grant Number:
|
||||||||||
Award Amount:
|
||||||||||
Award Type: Restricted Stock Units
|
||||||||||
Plan: Second Amended and Restated HP Inc. 2004 Stock Incentive Plan
|
||||||||||
Vesting Schedule: 100% on the Grant Date
|
||||||||||
1.
|
Vesting Schedule.
|
2.
|
Benefit Upon Vesting.
|
(a)
|
the number of RSUs that have vested, and
|
(b)
|
a dividend equivalent payment in Shares determined by multiplying (1) the number of vested RSUs by the dividend per Share on each dividend payment date between the Grant Date and the date when Shares are delivered to the Director to determine the dividend equivalent amount for each dividend payment date; and (2) dividing the amount determined in (1) by the Fair Market Value of a Share on such dividend payment date to determine the number of additional Shares to be delivered to the Director; provided, however, that if any aggregated dividend equivalents would result in a payment of a fractional Share, such fractional Share shall be rounded up to the next whole Share.
|
3.
|
Deferral Election.
|
4.
|
Taxes.
|
5.
|
Restrictions on Issuance.
|
6.
|
Transferability of Award.
|
7.
|
Custody of Restricted Stock Units.
|
8.
|
No Stockholder Rights.
|
9.
|
Section 409A.
|
10.
|
Governing Law.
|
11.
|
Integration.
|
12.
|
Plan Information.
|
Name:
|
fld_NAME_AC
|
Employee ID:
|
fld_EMPLID
|
|
|
|
|
|
|
|
Grant Date:
|
expGRANT_DATE
|
Grant ID:
|
fld_GRANT_NBR
|
Amount:
|
0
|
Plan:
|
fld_DESCR
|
Vesting Schedule:
|
fld_HTMLAREA1
|
1.
|
Grant of Restricted Stock Units.
|
2.
|
Vesting Schedule.
|
3.
|
Benefit Upon Settlement.
|
(a)
|
the number of RSUs that have become vested as of such vesting date or vesting event, as applicable, multiplied by the Fair Market Value of a Share on the date on which such RSUs vested; plus
|
(b)
|
a dividend equivalent payment credited in the form of additional RSUs for each ordinary cash dividend the Company pays on its Shares and for which the record date occurs between the grant date and the date the RSUs are settled, determined by:
|
(1)
|
multiplying the per share cash dividend paid by the Company on its Shares by the total number of RSUs that are outstanding as of the record date for the dividend; and
|
(2)
|
dividing the amount determined in (1) above by the Fair Market Value of a Share on the dividend payment date to determine the number of additional whole and fractional RSUs to be credited to the Employee;
|
4.
|
Restrictions.
|
5.
|
Custody of Restricted Stock Units.
|
6.
|
No Stockholder Rights.
|
7.
|
Termination of Employment.
|
8.
|
Disability of the Employee.
|
9.
|
Death of the Employee.
|
10.
|
Section 409A.
|
11.
|
Taxes.
|
(a)
|
The Employee shall be liable for any and all taxes, including income tax, social insurance, fringe benefit tax, payroll tax, payment on account, employer taxes or other tax-related items related to the Employee’s participation in the Plan and legally applicable to or otherwise recoverable from the Employee by the Company and/or, if different, the Employee’s employer (the “Employer”) whether incurred at grant, vesting, sale, prior to vesting or at any other time (“Tax-Related Items”). In the event that the Company or the Employer (which, for purposes of this Section 11, shall include a former employer) is required, allowed or permitted to withhold taxes as a result of the grant or vesting of RSUs or the issuance or subsequent sale of Shares acquired pursuant to such RSUs, or due upon receipt of dividend equivalent payments or dividends, the Employee shall surrender a sufficient number of whole Shares, make a cash payment or make adequate arrangements satisfactory to the Company and/or the Employer to withhold such taxes from Employee’s wages or other cash compensation paid to the Employee by the Company and/or the Employer at the election of the Company, in its sole discretion, or, if permissible under local law, the Company may sell or arrange for the sale of Shares that Employee acquires as necessary to cover all Tax-Related Items that the Company or the Employer has to withhold or that are legally recoverable from the Employee (such as fringe benefit tax) at the time the restrictions on the RSUs lapse, unless the Company, in its sole discretion, has established alternative procedures for such payment. However, with respect to any RSUs subject to Section 409A, the Employer shall limit the surrender of Shares to the minimum number of Shares permitted to avoid a prohibited acceleration under Section 409A. The Employee will receive a cash refund for any fraction of a surrendered Share or Shares in excess of any and all Tax-Related Items. To the extent that any surrender of Shares or payment of cash or alternative procedure for such payment is insufficient, the Employee authorizes the Company, its Affiliates and Subsidiaries, which are qualified to deduct tax at source, to deduct from the Employee’s compensation all Tax-Related Items. The Employee agrees to pay any Tax-Related Items that cannot be satisfied from wages or other cash compensation, to the extent permitted by Applicable Law.
|
(b)
|
Regardless of any action the Company or the Employer takes with respect to any or all Tax-Related Items, the Employee acknowledges and agrees that the ultimate liability for all Tax-Related Items is and remains the Employee’s responsibility and may exceed the amount actually withheld by the Company or the Employer. The Employee further acknowledges that the Company and/or the Employer: (i) make no representations nor undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of this grant of RSUs or dividend equivalents, including, but not limited to, the grant, vesting or settlement of RSUs or dividend equivalents, the subsequent delivery of Shares and/or cash upon settlement of such RSUs or the subsequent sale of any Shares acquired pursuant to such RSUs and receipt of any dividends or dividend equivalent payments; and (ii) notwithstanding Section 10, do not commit to and are under no obligation
|
(c)
|
Depending on the withholding method, the Company may withhold or account for Tax-Related Items by considering applicable statutory withholding rates or other applicable withholding rates, including maximum applicable rates in the Employee’s jurisdiction(s), in which case the Employee will receive a refund of any over-withheld amount in cash and will have no entitlement to the Share equivalent. If the obligation for Tax-Related Items is satisfied by withholding in Shares, for tax purposes, the Employee is deemed to have been issued the full number of shares of Common Stock subject to the vested RSUs, notwithstanding that a number of the shares of Common Stock are held back solely for the purpose of paying the Tax-Related Items.
|
(d)
|
The Employee shall pay the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold or account for as a result of the Employee’s participation in the Plan or the Employee’s receipt of RSUs that cannot be satisfied by the means previously described. The Company may refuse to deliver the benefit described in Section 3 if the Employee fails to comply with the Employee’s obligations in connection with the Tax-Related Items.
|
(e)
|
The Employee consents and agrees that in the event the RSUs or the dividend equivalents become subject to an employer tax that is legally permitted to be recovered from the Employee, as may be determined by the Company and/or the Employer at their sole discretion, and whether or not the Employee’s employment with the Company and/or the Employer is continuing at the time such tax becomes recoverable, the Employee will assume any liability for any such taxes that may be payable by the Company and/or the Employer in connection with the RSUs and dividend equivalents. Further, the Employee agrees that the Company and/or the Employer may collect any such taxes from the Employee by any of the means set forth in this Section 11. The Employee further agrees to execute any other consents or elections required to accomplish the above, promptly upon request of the Company.
|
12.
|
Data Privacy Consent.
|
(a)
|
The Employee hereby explicitly and unambiguously consents to the collection, use and transfer, in electronic or other form, of the Employee’s personal data as described in this Grant Agreement and any other materials by and among, as applicable, the Company, its Subsidiaries or Affiliates, and the Employer for the exclusive purpose of implementing, administering and managing the Employee’s participation in the Plan.
|
(b)
|
The Employee understands that the Company, its Subsidiaries and Affiliates, and the Employer may hold certain personal information about the Employee, including, but not limited to, name, home address, email address and telephone number, date of birth, social insurance number, passport number or other identification number, salary, nationality, residency, status, job title, any shares of stock or directorships held in the Company, details of all RSUs, options or any other entitlement to shares of stock granted, canceled, purchased, exercised, vested, unvested or outstanding in the Employee’s favor (“Data”) for the exclusive purpose of implementing, managing and administering the Plan.
|
(c)
|
The Employee understands that Data may be transferred to Merrill Lynch and any third parties assisting in the implementation, administration and management of the Plan, that these recipients may be located in the Employee’s country or elsewhere, and that the recipient’s country may have different data privacy laws and protections than the Employee’s country. The Company is committed to protecting the privacy of Data in such cases. The Employee understands that by contract both with the Company and/or any of its Subsidiaries or Affiliates and with Merrill Lynch and/or the Company’s other vendors, the people and companies that have access to the Employee’s Data are bound to handle such Data in a manner consistent with the Company’s privacy policy and law. The Company periodically performs due diligence and audits on its vendors in accordance with good commercial practices to ensure their capabilities and compliance with those commitments. The Employee further understands that Data will be held only as long as is necessary to implement, administer and manage the Employee’s participation in the Plan.
|
(d)
|
The Employee understands that if he or she resides outside the United States, the Employee may, at any time, view Data, request additional information about the storage and processing of Data, require any necessary amendments to Data or refuse or withdraw the consents herein, in any case without cost, by contacting in writing his or her local human resources representative. Further, the Employee understands that he or she is providing the consents herein on a purely voluntary basis. If the Employee does not consent, or if the Employee later seeks to revoke his or her consent, the Employee's employment status or service with the Company or his or her Employer will not be affected; the only consequence of refusing or withdrawing the Employee’s consent is that the Company would not be able to grant the Employee RSUs or other equity awards or administer and manage the Employee’s participation in the Plan. Therefore, the Employee understands that refusing or withdrawing his or her consent may affect the Employee’s ability to participate in the Plan. For more information on the consequences of the Employee’s refusal to consent or withdrawal of consent, the Employee understands that he or she may contact his or her local human resources representative.
|
(e)
|
Further, the Employee understands that the Company may rely on a different legal basis for the processing and/or transfer of Data in the future and/or request that the Employee provide another data privacy consent. If applicable and upon request of the Company or a Subsidiary or Affiliate, the Employee agrees to provide an executed data privacy consent or acknowledgement (or any other consents, acknowledgements or agreements) to the Company or a Subsidiary or Affiliate that the Company and/or a Subsidiary or Affiliate may deem necessary to obtain under the data privacy laws in the Employee’s country of employment, either now or in the future. The Employee understands that he or she may be unable to participate in the Plan if he or she fails to execute any such acknowledgement, agreement or consent requested by the Company and/or a Subsidiary or Affiliate.
|
13.
|
Plan Information.
|
14.
|
Acknowledgment and Waiver.
|
(a)
|
except as provided in Sections 8 and 9, the vesting of the RSUs is earned only by continuing employment with the Company or one of its Subsidiaries or Affiliates and that being hired and granted RSUs will not result in the RSUs vesting;
|
(b)
|
this Grant Agreement and its incorporated documents reflect all agreements on its subject matters and the Employee is not accepting this Grant Agreement based on any promises, representations or inducements other than those reflected in this Grant Agreement;
|
(c)
|
all good faith decisions and interpretations of the Committee regarding the Plan and RSUs granted under the Plan are binding, conclusive and final;
|
(d)
|
the Plan is established voluntarily by the Company, it is discretionary in nature and may be modified, amended, suspended or terminated by the Company at any time;
|
(e)
|
the grant of RSUs is exceptional, voluntary and occasional and does not create any contractual or other right to receive future grants of RSUs or other awards, or benefits in lieu of RSUs, even if Shares or RSUs have been granted in the past;
|
(f)
|
all decisions with respect to future grants, if any, will be at the sole discretion of the Company;
|
(g)
|
the Employee’s participation in the Plan shall not create a right to further employment with the Employer and shall not interfere with the ability of the Employer to terminate the Employee’s employment relationship at any time and it is expressly agreed and understood that employment is terminable at the will of either party;
|
(h)
|
the Employee is voluntarily participating in the Plan;
|
(i)
|
RSUs and their resulting benefits are extraordinary items that are outside the scope of the Employee’s employment contract, if any;
|
(j)
|
RSUs and their resulting benefits are not intended to replace any pension rights or compensation;
|
(k)
|
RSUs and their resulting benefits are not part of normal or expected compensation or salary for any purposes, including, but not limited to calculating any severance, resignation, termination, redundancy, dismissal, end of service payments, bonuses, holiday pay, long-service awards, pension or retirement or welfare benefits or similar payments;
|
(l)
|
unless otherwise agreed by the Company, the RSUs and their resulting benefits are not granted as consideration for, or in connection with, the service the Employee may provide as a director of a Subsidiary or Affiliate;
|
(m)
|
this grant of RSUs will not be interpreted to form an employment contract or relationship with the Company, and furthermore, this grant of RSUs will not be interpreted to form an employment contract with any Subsidiary or Affiliate;
|
(n)
|
the future value of the underlying Shares is unknown, indeterminable and cannot be predicted with certainty;
|
(o)
|
no claim or entitlement to compensation or damages shall arise from forfeiture of the RSUs resulting from termination of Employee’s employment (regardless of the reason for such termination and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Employee is employed or retained or the terms of the Employee's employment or service agreement, if any), and in consideration of the grant of the RSUs to which the Employee is otherwise not entitled, the Employee irrevocably agrees never to institute any claim against the Company, the Employer or any other Subsidiary or Affiliate and releases the Company, the Employer and any other Subsidiary and Affiliate from any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating in the Plan, the Employee shall be deemed irrevocably to have agreed not to pursue such claim and to have agreed to execute any and all documents necessary to request dismissal or withdrawal of such claims;
|
(p)
|
the Company, the Employer or any other Subsidiary or Affiliate will not be liable for any foreign exchange rate fluctuation between the Employee’s local currency and the United States dollar that may affect the value of the RSUs or any amounts due to the Employee pursuant to the settlement of the RSUs or the subsequent sale of any Shares acquired upon settlement;
|
(q)
|
if the Company determines that the Employee has engaged in misconduct prohibited by Applicable Law or any applicable policy of the Company, as in effect from time to time, or the Company is required to make recovery from the Employee under Applicable Law or a Company policy adopted to comply with applicable legal requirements, then the Company may, in its sole discretion, to the extent it determines appropriate, (i) recover from the Employee the proceeds from RSUs vested up to three years prior to the Employee’s termination of employment or any time thereafter, (ii) cancel the Employee’s outstanding RSUs, and (iii) take any other action it deems to be required and appropriate; and
|
(r)
|
the delivery of any documents related to the Plan or Awards granted under the Plan, including the Plan, this Grant Agreement, the Plan prospectus and any reports of the Company generally provided to the Company’s stockholders, may be made by electronic delivery. Such means of electronic delivery may include the delivery of a link to a Company intranet or the Internet site of a third party involved in administering the Plan, the delivery of the document via electronic mail or other such means of electronic delivery specified by the Company. The Employee may receive from the Company a paper copy of any documents delivered electronically at no cost to the Employee by contacting the Company in writing in accordance with Section 17(k). If the attempted electronic delivery of any document fails, the Employee will be provided with a paper copy of such document. The Employee may revoke his or her consent to the electronic delivery of documents or may change the electronic mail address to which such documents are to be delivered (if the Employee has provided an electronic mail address) at any time by notifying the Company of such revoked consent or revised electronic mail address in accordance with Section 17(k). The Employee is not required to consent to the electronic delivery of documents.
|
15.
|
No Advice Regarding Grant.
|
16.
|
Additional Eligibility Requirements Permitted.
|
17.
|
Miscellaneous.
|
(a)
|
The Company shall not be required to treat as owner of RSUs and any associated benefits hereunder, any transferee to whom such RSUs or benefits shall have been transferred in violation of any of the provisions of this Grant Agreement.
|
(b)
|
The parties agree to execute such further instruments and to take such action as may reasonably be necessary to carry out the intent of this Grant Agreement.
|
(c)
|
The Plan is incorporated herein by reference. The Plan and this Grant Agreement constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of the Company and the Employee with respect to the subject matter hereof, other than the terms of any severance plan
|
(d)
|
If the Employee has received this or any other document related to the Plan translated into a language other than English and if the meaning of the translated version is different than the English version, the English version will control.
|
(e)
|
The provisions of this Grant Agreement are severable and if any one or more provisions are determined to be illegal or otherwise unenforceable, in whole or in part, the remaining provisions shall nevertheless be binding and enforceable.
|
(f)
|
Notwithstanding Section 17(e), the Company’s obligations under this Grant Agreement and the Employee’s agreement to the terms of an arbitration agreement and/or an ARCIPD, if any, are mutually dependent. In the event that the Employee breaches the arbitration agreement or the Employee’s ARCIPD is breached or found not to be binding upon the Employee for any reason by a court of law, then the Company will have no further obligation or duty to perform under the Plan or this Grant Agreement.
|
(g)
|
A waiver by the Company of a breach of any provision of this Grant Agreement shall not operate or be construed as a waiver of any other provision of this Grant Agreement, or of any subsequent breach by the Employee or any other Awardee.
|
(h)
|
The Employee acknowledges that, depending on the Employee or broker’s country of residence or where the Company Shares are listed, the Employee may be subject to insider trading restrictions and/or market abuse laws, which may affect the Employee's ability to acquire, sell or otherwise dispose of Shares or rights to Shares during times the Employee is considered to have “inside information” regarding the Company (as defined by the laws in the Employee’s country). Local insider trading laws and regulations may prohibit the cancellation or amendment of orders the Employee placed before he or she possessed inside information. Furthermore, the Employee cold be prohibited from (i) disclosing the inside information to any third party (other than on a “need to know” basis) and (ii) “tipping” third parties or causing them otherwise to buy or sell securities. Keep in mind that third parties include fellow employees. Any restrictions under these laws or regulations are separate from and in addition to any restrictions that may be imposed under any applicable Company insider trading policy. The Employee acknowledges that it is his or her responsibility to comply with any applicable restrictions and that the Employee should to consult his or her personal advisor on this matter.
|
(i)
|
Notwithstanding any provisions in this Grant Agreement, for any Employee who resides and/or works in a country other than the United States, the grant of the RSUs shall be subject to any special terms and conditions set forth in the Appendix to this Grant Agreement for the Employee’s country of employment (account of residence, if different), if any. Moreover, if the Employee relocates to one of the countries included in the Appendix, the special terms and conditions for such country will apply to the Employee, to the extent the Company determines that the application of such terms and conditions is necessary or advisable for legal, regulatory, tax or administrative reasons. The Appendix, if any, constitutes part of this Grant Agreement.
|
(j)
|
The Company reserves the right to impose other requirements on the Employee’s participation in the Plan, on the RSUs and on any Shares acquired under the Plan, to the extent the Company determines it is necessary or advisable for legal or administrative reasons, and to require the Employee to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing.
|
(k)
|
Any notice required or permitted hereunder to the Employee shall be given in writing and shall be deemed effectively given upon delivery to the Employee at the address then on file with the Company.
|
(l)
|
Any notice to be given under the terms of this Grant Agreement to the Company will be addressed in care of Attn: Global Equity at HP Inc., 1501 Page Mill, Palo Alto, California 94304, USA.
|
(m)
|
The Employee acknowledges that there may be certain foreign asset and/or account reporting requirements which may affect his or her ability to acquire or hold Shares acquired under the Plan or cash received from participating in the Plan (including from any dividends or dividend equivalent payments) in a brokerage or bank account outside the Employee's country. The Employee may be required to report such accounts, assets or transactions to the tax or other authorities in his or her country. The Employee also may be required to repatriate sale proceeds or other funds received as a result of the Employee's participation in the Plan to his or her country through a designated bank or broker within a certain time after receipt. The Employee acknowledges that it is his or her responsibility to be compliant with such regulations, and the Employee is advised to consult his or her personal legal advisor for any details.
|
i.
|
the Grant Agreement, including this Appendix, which sets forth the terms and conditions of the grant of RSUs;
|
ii.
|
a copy of the Plan and its accompanying prospectus; and
|
iii.
|
a copy of the Company’s most recent annual report and most recent financial statements.
|
(a)
|
Cash Severance. The cash severance payment shall be calculated as a multiple of the sum of (i) the Executive Officer’s annual base salary as in effect immediately before termination of employment, and (ii) (x) if the Executive Officer has received three full fiscal year annual cash bonuses at his or her seniority level as of immediately prior to the Qualifying Termination, the average of the actual annual cash bonuses paid to the Executive Officer under the applicable annual bonus plan for the three full fiscal years most recently completed prior to the Qualifying Termination (including for such purpose the amount of any annual bonus in respect of a completed fiscal year that remains unpaid as of the Qualifying Termination) or (y) if the Executive Officer has not received three full fiscal year annual cash bonuses at his or her seniority level as of immediately prior to the Qualifying Termination, his or her target annual cash bonus opportunity under the applicable bonus plan for the year of termination.
|
(i)
|
For an Executive Officer whose highest title held within 90 days before termination was Chief Executive Officer, the multiple shall be two; and
|
(ii)
|
For an Executive Officer whose highest title held within 90 days before termination was Executive 1, the multiple shall be 1.5. For avoidance of doubt the Executive 1 must also have been a Section 16 Officer or a Participating ELT Member; and
|
(iii)
|
For an Executive Officer whose highest title held within 90 days before termination was Executive 2, the multiple shall be one. For avoidance of doubt the Executive 2 must also have been a Section 16 Officer or a Participating ELT Member.
|
(b)
|
Pro-Rata Annual Bonus. The pro-rata annual bonus payment shall be equal to the product of (i) the number of days worked by the Executive Officer in the fiscal year in which termination occurs through the date of termination, divided by 365, multiplied by (ii) the Executive Officer’s annual cash bonus under the applicable bonus plan for the year of termination, determined based on actual performance on the applicable metrics, and to discretionary adjustments permitted under the applicable plan, as certified by the Committee following the end of the fiscal year.
|
(c)
|
Long-Term Incentive Awards.
|
(i)
|
Each separately-granted Award held by an Executive Officer at the time of his or her Qualifying Termination that vests solely based on service will receive pro-rata vesting based on the number of full months worked during the vesting period applicable to such Award. Pro-rata vesting, where applicable, shall be applied separately to each separately-granted Award in its entirety and thus shall take into account amounts previously vested.
|
(ii)
|
Each separately-granted Award held by an Executive Officer at the time of his or her Qualifying Termination that vests solely based on performance will be deemed earned as of the end of the applicable performance period based on actual results as certified by the Committee, and subject to discretionary adjustments permitted under the applicable plan, if any, and will receive pro-rata vesting as described in the preceding sentence and application of the pro-rata vesting to the entire separately-granted Award, taking into account amounts, if any, previously vested.
|
(iii)
|
Vesting for Awards not specifically addressed above, including Awards subject to both time-based and performance-based vesting, may be illustrated in Appendix A, as amended from time to time. Awards not specifically illustrated in Appendix A will be pro-rated by analogy to those illustrations.
|
(iv)
|
Vested stock options (including those becoming vested pursuant to Paragraph 2(c)(i), (ii), or (iii)) may be exercised until one year after the later of (A) termination of employment or (B) if under the terms of the option, performance after termination of employment will be applied to determine the amount of pro ration, the first business day following the date the applicable performance is certified; but in any case no later than the applicable expiration date.
|
(v)
|
Pro-rata vesting is based on the number of full calendar months worked during the vesting period applicable to such Award, counting the month of grant as one full month (i.e., January 15-March 31 is three months).
|
(vi)
|
The provisions of this Paragraph 2(c) shall be deemed incorporated into the Award agreement for the applicable Award, except to the extent it would be deemed an amendment violating Section 409A (“Section 409A”) of the Internal Revenue Code of 1986, as amended (the “Code”) by accelerating payment or settlement of an Award, in which case the Award shall become vested as described above, but settlement shall not be accelerated, and settlement shall occur as initially provided in the Award agreement. If an Executive Officer ceases to be an Executive Officer (including, in the case of a Participating ELT Member, by ceasing to be a member of the Executive Leadership Team) prior to termination of employment, the provisions of this Paragraph 2(c) shall be deemed removed from the Award agreement for the applicable Award on the 91st day after the individual ceases to be an Executive Officer, without the need for consent of the grantee, except to the extent such removal would be deemed an amendment violating Section 409A, in which case the provisions of this Paragraph 2(c) shall remain in effect with respect to such Award.
|
(d)
|
Health Benefit Stipend. The health benefit stipend shall consist of the payment in a lump sum of an amount equal to the excess of 18 times one months’ COBRA premiums for continued group medical coverage at the rate in effect on the date of termination of employment (for the Executive Officer and his or her eligible dependents covered by the applicable HP group medical plan immediately prior to termination of employment) over 18 times the monthly amount payable by an active employee in the same plan as of the date of the Executive Officer’s termination of employment and with the same level of coverage.
|
(e)
|
Earned But Unpaid Annual Bonus. In addition, the Executive Officer shall be entitled to any unpaid annual cash bonus in respect of a fiscal year that is complete as of the date of termination, which unpaid annual cash bonus shall be payable at the time contemplated by the applicable bonus plan but, subject to Paragraph 9, in no event later than the 75th day following the date of termination.
|
(a)
|
Severance Benefits. (i) a cash severance payment (in the amount described in Paragraph 2 above), (ii) a pro-rata annual bonus payment equal to the product of (x) the number of days worked by the Executive Officer in the fiscal year in which termination occurs through the date of termination, divided by 365, multiplied by (y) the Executive Officer’s target annual cash bonus opportunity under the applicable bonus plan for the year of termination (with such amount determined without regard to any reduction in compensation entitling the Executive Officer to terminate his or her employment for Good Reason), (iii) a health benefit stipend (in the amount described in Paragraph 2 above); and (iv) vesting in accordance with sub-paragraph 3(b) of any then-outstanding Award granted after the Change in Control and any Replacement Award as defined in Paragraph 4(b), and settlement thereof in accordance with Paragraph 8. For purposes of this Paragraph 3, any amounts determined by reference to Paragraph 2 above shall be determined without regard
|
(b)
|
Vesting.
|
(i)
|
Any such Award or Replacement Award of Options or stock appreciation rights (“SARs”) not subject to Section 409A, to the extent subject to time-based vesting shall become 100% vested upon the Qualifying Termination and to the extent subject, in whole or in part to performance-based vesting, shall become 100% vested (with any portion of such award that is no longer subject to performance criteria as of the date of the Qualifying Termination to be earned based on actual levels of performance, and any portion of such award that remains subject to performance criteria as of the date of the Qualifying Termination to be deemed earned based on target levels of performance) and in either event shall remain exercisable for 1 year after the Qualifying Termination, but in no event after the stated expiration date of the Award or Replacement Award.
|
(ii)
|
Any such Award or Replacement Award (other than Options or SARs, and whether or not subject to Section 409A) (A) that vests and is settled solely based on the performance of service will become 100% vested upon the Qualifying Termination; and (B) that vests in whole or in part based on performance, shall become 100% vested (with any portion of such award that is no longer subject to performance criteria as of the date of the Qualifying Termination to be earned based on actual levels of performance, and any portion of such award that remains subject to performance criteria as of the date of the Qualifying Termination to be deemed earned based on target levels of performance).
|
(c)
|
Earned But Unpaid Annual Bonus. In addition, the Executive Officer shall be entitled to any unpaid annual cash bonus in respect of a fiscal year that is complete as of the date of termination, which unpaid annual cash bonus shall be payable at the time contemplated by the applicable bonus plan but, subject to Paragraph 9, in no event later than the 75th day following the date of termination.
|
(a)
|
Immediate Vesting of Long-Term Incentive Awards that Are Not Assumed or Replaced. Notwithstanding any provision to the contrary under this Plan or any equity plan or LTIP maintained by HP, upon a Change in Control any then-outstanding Award held by an Executive Officer, other than a 409A Award, whether such Award is denominated and/or payable in equity securities of HP or denominated and/or payable in cash, shall be treated in accordance with sub-paragraph 4(a)(i), (ii), or (iii) below, except to the extent that another Award meeting the requirements of Paragraph 4(b) below (a “Replacement Award”) is provided to the Executive Officer to replace such Award (the “Replaced Award”). For avoidance of doubt, Replacement Awards shall not be treated as provided in this Paragraph 4(a).
|
(i)
|
Outstanding Options and SARs.
|
A.
|
Not a Corporate Transaction or Corporate Transaction in which HP Inc. is the Survivor. Upon a Change in Control that does not involve a Corporate Transaction or that does involve a Corporate Transaction in which HP Inc. is the surviving corporation, an Executive Officer’s then-outstanding Options and SARs that are not vested shall immediately become fully vested (and, to the extent applicable, any portion of such award that is no longer subject to performance criteria as of the date of the Change in Control shall be earned based on actual levels of performance, and any portion of such award that remains subject to performance criteria as of the date of the Change in Control shall be deemed earned based on target levels of performance) and, if the Executive Officer does not have a Qualifying Termination, shall remain exercisable for the exercise period described in Paragraph 2(c)(iv) above.
|
B.
|
Corporate Transaction, HP Not the Survivor. Upon a Change in Control that involves a Corporate Transaction in which HP Inc. is not the surviving corporation, one of the following shall apply, as the Committee shall determine in its discretion; provided, however, that all Executive Officers shall be treated the same with respect to similar Awards:
|
(I)
|
an Executive Officer’s then-outstanding Options and SARs shall become fully vested and shall be exercisable for such limited period of time prior to the Corporate Transaction as is deemed fair and equitable by the Committee and shall terminate at the effective time of the Corporate Transaction. For outstanding Options and SARs as to which vesting depends upon the satisfaction of one or more performance conditions, any portion of such awards that is no longer subject to performance criteria as of the date of the Change in Control shall be earned based on actual levels of performance, and any portion of such award that remains subject to performance criteria as of the date of the Change in Control shall be deemed earned based on target levels of performance. The Committee shall provide written notice of the limited period of accelerated exercisability of Options and SARs to all affected Executive Officers. The exercise of any Option or SAR whose exercisability is
|
(II)
|
an Executive Officer’s Options and SARs shall become fully vested (and in the case of Options and SARs subject in whole or in part to performance-based vesting, any portion of such awards that is no longer subject to performance criteria as of the date of the Change in Control shall be earned based on actual levels of performance, and any portion of such awards that remains subject to performance criteria as of the date of the Change in Control shall be deemed earned based on target levels of performance) and such Options and SARs shall be cancelled in exchange for the payment of an amount of cash (less normal withholding taxes) equal to the excess of (A) the value, as determined by the Committee, of the consideration (including cash) received by the holder of a share of common stock of HP Inc. (“Share”) as a result of the Change in Control (or if HP Inc. shareholders do not receive any consideration as a result of the Change in Control, the fair market value, as determined by the Committee in its sole discretion, of a Share on the day immediately prior to the Change in Control) over (B) the exercise price of such Option or the grant price of the SAR, multiplied by the number of Shares subject to such Award. No payment shall be made to an Executive Officer for any Option or SAR if the exercise price or grant price for such Option or SAR exceeds the value, as determined by the Committee, of the consideration (including cash) received by the holder of a Share as a result of Change in Control that involves a Corporate Transaction (or if HP Inc. shareholders do not receive any consideration as a result of the Change in Control, the fair market value, as determined by the Committee in its sole discretion, of a Share on the day immediately prior to the Change in Control).
|
(III)
|
Notwithstanding the foregoing, for any Options or SARs that are Replaceable 409A Awards, if the foregoing treatment would violate Section 409A, such Options and SARs shall become fully vested (with any portion of such awards that is no longer subject to performance criteria as of the date of the Change in Control deemed earned based on actual levels of performance, and any portion of such awards that remains subject to performance criteria as of the date of the Change in Control based on target levels of performance) and shall be converted, as of the date of the Change in Control, to a right to receive a cash payment on the required date of exercise, which payment shall be made on the required date of exercise under the terms of such Award as in effect prior to the Change in Control, equal to the amount described in Paragraph 4(a)(i)(B)(II) above.
|
(ii)
|
Outstanding Awards (other than Options and SARs) Subject Solely to Service-Based Vesting. Upon a Change in Control, an Executive Officer’s then-
|
(iii)
|
Outstanding Awards (other than Options and SARs) Subject to Performance-Based Vesting. Upon a Change in Control, an Executive Officer’s then-outstanding Awards (other than Options and SARs) that are not vested and as to which vesting depends upon the satisfaction of one or more performance conditions (“Performance-based Awards”) shall become fully vested (with any portion of such awards that is no longer subject to performance criteria as of the date of the Change in Control earned based on actual levels of performance, and any portion of such awards that remains subject to performance criteria as of the date of the Change in Control deemed earned based on target levels of performance) and shall be settled in cash, Shares or a combination thereof, as determined by the Committee, within thirty (30) days following such Change in Control; provided that in the case of a Replaceable 409A Award, settlement shall be made at the time and in the form provided under the terms of such Award in effect prior to the Change in Control.
|
(b)
|
Definition of Replacement Award. An Award shall meet the conditions of this Paragraph 4(b) (and hence qualify as a Replacement Award) if: (i) it is of the same type of instrument as the Replaced Award; (ii) it has an intrinsic value at least equal to the value of the Replaced Award; (iii) it relates to publicly traded equity securities of HP Inc. or its successor in the Change in Control or another entity that is affiliated with HP Inc. or its successor following the Change in Control; (iv) its terms and conditions comply with applicable regulations under Section 409A regarding substitutions and assumptions by reason of a corporate transaction; and (v) its other terms and conditions are not less favorable to the holder of the Award than the terms and conditions of the Replaced Award (including the provisions that would apply in the event of a subsequent Change in Control). Without limiting the generality of the foregoing, the Replacement Award may take the form of a continuation or assumption of the Replaced Award if the requirements of the preceding sentence are satisfied. The determination of whether the conditions of this Paragraph 4(b) are satisfied shall be made by the Committee, as constituted immediately before the Change in Control, in its sole discretion. Notwithstanding the foregoing, the Committee may determine the value of Awards and Replacement Awards that are stock options by reference to either their intrinsic value or their fair value.
|
(c)
|
Treatment of 409A Awards. This Paragraph 4(c) shall apply to 409A Awards (i.e., Awards subject to Section 409A when the applicable Change in Control is defined in Paragraph 6(d)). 409A Awards shall be treated, in the case of Options or SARs, as described in Paragraph 4(a)(i)(B)(I) or (II) (regardless of whether HP Inc. is the survivor). In the case of 409A Awards other than Options or SARs, such 409A Awards shall become fully vested (with any portion of such awards that is no longer subject to performance criteria as of the date of the Change in Control earned based on actual levels of performance, and any
|
(a)
|
An Executive Officer will be deemed to have incurred a Qualifying Termination for purposes of this plan if he or she is involuntarily terminated, as determined by the Committee, other than for Cause while holding Executive Officer status or within 90 days after having held Executive Officer status. For purposes of this Plan, the term “Cause” shall mean an Executive Officer’s:
|
(i)
|
Conviction of, or plea of guilty or nolo contendere to, a felony under federal law or the law of the state in which such action occurred;
|
(ii)
|
Willful and deliberate failure in the performance of his or her duties in any material respect;
|
(iii)
|
Willful misconduct that results in material harm to HP; or
|
(iv)
|
Material violation of HP’s ethics and compliance program, code of conduct or other material policy of HP.
|
(b)
|
For purposes of this plan, “Qualifying Termination” shall also include an Executive Officer’s voluntary termination of employment for “Good Reason” provided such termination occurs within 24 months after a Change in Control, where “Good Reason” means:
|
(i)
|
a material reduction in the Executive Officer’s position, authority, duties or responsibilities relative to such position, authority, duties or responsibilities immediately prior to the Change in Control;
|
(ii)
|
a material reduction in the position, authority, duties or responsibilities of the person to whom the Executive Officer is required to report relative to the position, authority, duties or responsibilities of the person to whom the Executive Officer is required to report immediately prior to the Change in Control (including, if applicable, a requirement that the Executive Officer report to an officer or employee instead of reporting to the Board);
|
(iii)
|
a material reduction in the Executive Officer’s base salary or target bonus opportunity as in effect immediately prior to the Change in Control;
|
(iv)
|
a material reduction in the Executive Officer’s target total direct compensation opportunity as in effect immediately prior to the Change in Control;
|
(v)
|
receipt of notice by the Executive Officer with regard to the mandatory relocation (other than by mutual agreement) of the office at which the Executive Officer is to perform the majority of his or her duties following the Change in Control to a location more than 50 miles from the location at which the Executive Officer performed such duties prior to the Change in Control; or
|
(vi)
|
the failure at any time of a successor to HP explicitly to assume and agree to be bound by this Plan.
|
(c)
|
Notwithstanding anything in this Plan to the contrary, no act, omission or event shall constitute grounds for a voluntary termination due to “Good Reason” unless:
|
(i)
|
The Executive Officer provides HP thirty (30) day advance written notice of his or her intent to termination employment for Good Reason which notice must describe the claimed act, omission or event giving rise to Good Reason (“Notice of Termination”); and
|
(ii)
|
The Notice of Termination is given within ninety (90) days of Executive Officer’s first actual knowledge of such act, omission or event;
|
(iii)
|
HP fails to cure such act, omission or event within the thirty (30) day period after receiving the Notice of Termination; and
|
(iv)
|
The Executive Officer’s termination of employment for Good Reason actually occurs at the end of such 30-day cure period if the Good Reason is not cured.
|
6.
|
Change in Control. A “Change in Control” means the first to occur of any of the following:
|
(a)
|
A direct or indirect acquisition by an individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act) (a “Person”) of beneficial ownership of
|
(b)
|
A change in the composition of the Board over a 12-month period such that the individuals who, as of the date of the beginning of the period (the “Effective Incumbency Date”), constitute the Board (the “Incumbent Board”) cease for any reason to constitute a majority of the Board; provided, however, that any individual who becomes a member of the Board subsequent to the Effective Incumbency Date, whose election, or nomination for election by HP Inc.’s stockholders, was approved by a vote of a majority of those individuals then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board; but, provided further, that any such individual whose initial assumption of office occurs as a result of either an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board shall not be so considered as a member of the Incumbent Board; or
|
(c)
|
The consummation of a Corporate Transaction; excluding, however, such a Corporate Transaction pursuant to which (i) all or substantially all of the individuals and entities who are the beneficial owners, respectively, of the Outstanding HP Common Stock and Outstanding HP Voting Securities immediately prior to such Corporate Transaction will beneficially own, directly or indirectly, more than sixty percent (60%) of, respectively, the outstanding shares of common stock, and the combined voting power of the then outstanding voting securities of the surviving or acquiring entity resulting from such Corporate Transaction or a direct or indirect parent entity of the surviving or acquiring entity (including, without limitation, an entity which as a result of such transaction owns HP or all or substantially all of HP’s assets either directly or through one or more subsidiaries) in substantially the same proportions (as compared to each other) as their ownership, immediately prior to such Corporate Transaction, of the Outstanding HP Common Stock and Outstanding HP Voting Securities, as the case may be, (ii) no Person (other than HP, any wholly owned subsidiary, any employee benefit plan (or related trust)) sponsored or maintained by HP, any entity controlled by HP, such surviving or acquiring entity resulting from such Corporate Transaction or any entity controlled by such surviving or acquiring entity or a direct or indirect parent entity of the surviving or acquiring entity that, after giving effect to the Corporate Transaction, beneficially owns, directly or indirectly, 100% of the outstanding voting securities of the surviving or acquiring entity) will beneficially own, directly or indirectly, thirty percent (30%) or more of, respectively, the outstanding shares of common stock (or comparable equity interests) of the entity resulting from such Corporate Transaction or the combined voting power of the outstanding voting securities of such entity except to the extent that such ownership existed
|
(d)
|
A Change in Control is described in this Paragraph 6(d) only if it would also constitute a “change in ownership” of HP, a “change in effective control” of HP, or a “change in ownership of a substantial portion of assets” of HP under Section 409A.
|
(a)
|
Cash severance benefits under Paragraph 2(a) shall be paid to an Executive Officer in installments as follows: 25% of such cash severance benefits shall be paid no later than the 75th day following the date of an Executive Officer’s Qualifying Termination, and then 25% of such cash severance benefit on the 6th, 12th and 18th month anniversary of the date of such Qualifying Termination.
|
(b)
|
The pro-rata annual bonus under Paragraph 2(b) shall be paid at the time such bonuses are otherwise paid to participants in the applicable bonus plan; provided that if the Release Effective Date is after the date that the bonus would otherwise have been paid, such payment shall be made as soon as administratively practicable after the Release Effective Date, but in no event later than March 15 of the year following the year in which the bonus performance period ended.
|
(c)
|
The health benefit stipend under Paragraph 2(d) shall be paid to an Executive Officer on the same date the Executive Officer is paid the first installment of his or her cash severance under Paragraph (a) above.
|
(d)
|
Any Award entitled to pro rata vesting that would have otherwise become vested and been settled solely based on the performance of service will be settled, or in the case of an Award that is an option or SAR, accelerated vesting will occur, no later than the 75th day following the date of an Executive Officer’s Qualifying Termination.
|
(e)
|
Any Award entitled to pro rata vesting that would otherwise have become vested and been settled, in whole or in part, based on performance for which the applicable performance period has not ended on or prior to the Executive Officer’s Qualifying Termination will be settled (or in the case of an Award of options or SAR, accelerated vesting will occur) at the time such Award is otherwise settled for (or vests) for other holders of such Awards; provided that if the Release Effective Date is after the date that the Award would otherwise have been settled, such settlement or vesting shall occur no later than the 75th day following the date of the Release Effective Date.
|
(a)
|
Cash severance benefits, the pro-rata annual bonus, and the health benefit stipend under Paragraph 3(a) shall be paid to the Executive Officer in a lump sum no later than the 75th day following the Qualifying Termination.
|
(b)
|
Any Award, including a Replacement Award (to the extent vested under Paragraph 3) shall be settled, or in the case of an option or SAR, accelerated vesting will occur, no later than the 75th day following the date of an Executive Officer’s Qualifying Termination.
|
(a)
|
Accordingly, Payments not constituting nonqualified deferred compensation under Section 409A shall be reduced first, in this order but only to the extent that doing so avoids the Excise Tax (e.g., accelerated vesting or payment provisions in an Award will be ignored to the extent that such provisions would trigger the Excise Tax):
|
(i)
|
Payment of the severance amounts under Paragraph 3 hereof to the extent such payments do not constitute deferred compensation under Section 409A.
|
(ii)
|
Performance-based Awards, but excluding Performance-based Awards subject to Section 409A.
|
(iii)
|
Service-based Awards, but excluding Service-based Awards subject to Section 409A.
|
(iv)
|
Awards of Options and SARs under a HP LTIP.
|
(b)
|
Then, if the foregoing reductions are insufficient, Payments constituting deferred compensation under Section 409A shall be reduced, in this order:
|
(i)
|
Payment of the severance amounts under Paragraph 3 hereof to the extent such payments constitute deferred compensation under Section 409A.
|
(ii)
|
Performance-based Awards subject to Section 409A.
|
(iii)
|
Service-based Awards subject to Section 409A.
|
1.
|
If, upon termination of the Executive Officer’s employment, neither share price component has been satisfied, none of the Stock Options vest, regardless of what portion of the service component has been satisfied.
|
Termination of Employment
|
Number of Option Shares Vested
|
6 months after the Grant Date
|
2,000 PCSOs become vested: 6/36 x 12,000 = 2,000.
|
12 months after the Grant Date
|
Zero (0) additional PCSOs become vested under the pro ration rules because the 4,000 PCSOs eligible to vest after 1 year if the 20% share price component was satisfied automatically became vested on the first anniversary of the Grant Date.
|
15 months after the Grant Date
|
1,000 additional PCSOs become vested: 15/36 x 12,000 = 5,000 minus the 4,000 that vested on the first anniversary of the Grant Date.
|
18 months after the Grant Date
|
2,000 additional PCSOs become vested: 18/36 x 12,000 = 6,000 minus the 4,000 that vested on the first anniversary of the grant date
|
24 months after the Grant Date
|
Zero (0) additional PCSOs become vested because 24/36 x 12,000 = 8,000 minus the 8,000 that vested on the first and second anniversaries grant date (4,000 each anniversary).
|
30 months after the Grant Date
|
2,000 additional PCSOs become vested: 30/36 x 12,000 = 10,000 minus the 8,000 that vested on the first and second anniversaries of the grant date.
|
Termination of Employment
|
Number of Option Shares Vested
|
6 months after the Grant Date
|
2,000 PCSOs become vested: 6/36 x 12,000 shares = 2,000.
|
12 months after the Grant Date
|
Zero (0) additional PCSOs become vested under the proration rules. 4,000 PCSOs automatically become vested on the first anniversary of the grant date because the 10% Tranche service and share price components were met.
|
18 months after the Grant Date
|
2,000 additional PCSOs become vested: 18/36 x 12,000 shares = 6,000 minus the 4,000 that vested on the first anniversary of the grant date.
|
21 months after the Grant Date
|
3,000 additional PCSOs become vested: 21/36 x 12,000 = 7,000, minus the 4,000 that vested on the first anniversary of the grant date.
|
24 months after the Grant Date
|
Zero (0) additional PCSOs become vested under the proration rules. 4,000 PCSOs automatically become vested on the second anniversary of the grant date because the 20% service and share price components were met. (4,000 shares already vested on the first anniversary of the grant date.)
|
30 months after the Grant Date
|
2,000 additional PCSOs become vested: 30/36 x 12,000 = 10,000 minus the 8,000 that vested on the first and second anniversaries of the grant date. (4,000 on each anniversary.)
|
Termination of Employment
|
Number of Option Shares Vested
|
6 months after the Grant Date
|
Zero (0) PCSOs become vested: No share price component has been satisfied.
|
12 months after the Grant Date
|
Zero (0) additional PCSOs become vested under the proration rules. 4,000 PCSOs automatically become vested on the first anniversary of the grant date because the 10% Tranche service and share price components were met.
|
18 months after the Grant Date
|
Zero (0) additional PCSOs become vested because the 20% Tranche share price component has not been met. (4,000 PCSOs became vested on the first anniversary of the grant date.)
|
21 months after the Grant Date
|
3,000 additional PCSOs become vested: 21/36 x 12,000 = 7,000 minus the 4,000 that vested on the first anniversary of the grant date.
|
24 months after the Grant Date
|
Zero (0) additional PCSOs become vested under the proration rules. 4,000 PCSOs automatically become vested on the second anniversary of the grant date because the 20% service and share price components were met. (4,000 shares already vested on the first anniversary of the grant date.)
|
30 months after the Grant Date
|
No additional PCSOs become vested because the 30% Tranche share price component has not been met.
|
Applicable Segment
|
Performance Period
|
Service Period
|
Segment 1
|
2 years
|
2 years
|
Segment 2
|
3 years
|
3 years
|
Termination of Employment
|
Number of PARSUs Vested
|
6 months after the beginning of the performance period
|
Segment 1: 25% of the PARSUs that would have been earned become vested (6/24) at the end of the 2-year performance period.
Segment 2: 16.66% of the PARSUs that would have been earned become vested (6/36) at the end of the 3-year performance period.
|
12 months after the beginning of the performance period
|
Segment 1: 50% of the PARSUs that would have been earned become vested (12/24) at the end of the 2-year performance period.
Segment 2: 33.33% of the PARSUs that would have been earned become vested (12/36) at the end of the 3-year performance period.
|
24 months after the beginning of the performance period
|
Segment 1: Zero (0) additional PARSUs become vested because the Segment 1 PARSUs earned became vested automatically at the end of the 2-year performance period.
Segment 2: 66.67% of the PARSUs that would have been earned become vested (24/36) at the end of the 3-year performance period.
|
30 months after the beginning of the performance period
|
Segment 1: Zero (0) additional PARSUs become vested because the Segment 1 PARSUs earned became vested automatically at the end of the 2-year performance period.
Segment 2: 83.33% of the PARSUs that would have been earned become vested (30/36) at the end of the 3-year performance period.
|
Termination of Employment
|
Number of Option Shares Vested
|
6 months after the Grant Date
|
2,000 PCSOs become vested: 6/36 x 12,000 shares =2,000.
|
12 months after the Grant Date
|
Zero (0) additional PCSOs become vested under the proration rules. 4,000 PCSOs automatically became vested on the first anniversary of the grant date because the 10% Tranche service and share price components were met.
|
18 months after the Grant Date
|
2,000 additional PCSOs become vested: 18/36 x 12,000 shares = 6,000 minus the 4,000 that vested on the first anniversary of the grant date.
|
21 months after the Grant Date
|
3,000 additional PCSOs become vested: 21/36 x 12,000 = 7,000 minus the 4,000 that vested on the first anniversary of the grant date.
|
24 months after the Grant Date
|
Zero (0) additional PCSOs become vested under the proration rules. 4,000 PCSOs automatically became vested on the second anniversary of the grant date because the 20% Tranche service and share price components were met. (4,000 shares already vested on the first anniversary of the grant date.)
|
30 months after the Grant Date
|
2,000 additional PCSOs become vested: 30/36 x 12,000 = 10,000 minus the 8,000 that vested on the first and second anniversaries of the grant date. (4,000 on each anniversary.)
|
Termination of Employment
|
Number of Option Shares Vested
|
6 months after the Grant Date
|
Zero (0) PCSOs become vested: No share price component has been satisfied.
|
12 months after the Grant Date
|
Zero (0) additional PCSOs become vested under the proration rules. 4,000 PCSOs automatically became vested on the first anniversary of the grant date because the 10% Tranche service and share price components were met.
|
18 months after the Grant Date
|
Zero (0) additional PCSOs become vested because the 20% Tranche share price component has not been met. (4,000 PCSOs became vested on the first anniversary of the grant date.)
|
21 months after the Grant Date
|
3,000 additional PCSOs become vested: 21/36 x 12,000 = 7,000 minus the 4,000 already vested on the first anniversary of the grant date.
|
24 months after the Grant Date
|
Zero (0) additional PCSOs become vested under the proration rules. 4,000 PCSOs automatically became vested on the second anniversary of the grant date because the 20% Tranche service and share price components were met. (An additional 4,000 PCSOs became vested on the first anniversary of the grant date.)
|
30 months after the Grant Date
|
Zero (0) additional PCSOs become vested because the 30% Tranche share price component has not been met.
|
Applicable Segment
|
Performance Period
|
Service Period
|
Segment 1
|
Year 1 EPS; 2-year TSR
|
2 years
|
Segment 2
|
Years 2 and 3 EPS and 3-year TSR
|
3 years
|
Pro-ration of PARSUs With 2-Segment Performance/Service Periods
|
|
Performance-Adjusted RSUs
|
|
Termination of Employment
|
Number of PARSUs Vested
|
6 months after the beginning of the performance period
|
Segment 1: 50% (6/12) of the Year 1 EPS shares and 25% (6/24) of the Segment 1 TSR shares that would have been earned become vested at the end of the 2-year performance period.
Segment 2: 0% (0/12) of the Year 2 EPS shares, 0% (0/12) of the Year 3 EPS shares and 16.66% (6/36) of the Segment 2 TSR shares that would have been earned become vested at the end of the 3-year performance period.
|
12 months after the beginning of the performance period
|
Segment 1: 100% (12/12) of the Year 1 EPS shares and 50% (12/24) of the Segment 1 TSR shares that would have been earned become vested at the end of the 2-year performance period.
Segment 2: 0% (0/12) of the Year 2 EPS shares, 0% (0/12) of the Year 3 EPS shares and 33.33% (12/36) of the Segment 2 TSR shares that would have been earned become vested at the end of the 3-year performance period.
|
24 months after the beginning of the performance period
|
Segment 1: 100% (12/12) of the Year 1 EPS shares and the Segment 1 TSR shares that would have been earned become vested at the end of the 2-year performance period.
Segment 2: 100% of the Year 2 EPS shares that have been earned become vested at the end of the 3-year performance period, 0% (0/12) of the Year 3 EPS shares and 66.67% (24/36) of the Segment 2 TSR shares that would have been earned become vested at the end of the 3-year performance period.
|
30 months after the beginning of the performance period
|
Segment 1: Zero (0) additional Year 1 EPS and Segment 1 TSR shares become vested because they became vested automatically at the end of the 2-year performance period.
Segment 2: 100% (12/12) of the Year 2 EPS shares that have been earned become vested at the end of the 3-year performance period, 50% (6/12) of the Year 3 EPS shares and 83.33% (30/36) of the Segment 2 TSR shares that would have been earned become vested at the end of the 3-year performance period.
|
Pro-ration of PARSUs With Single-Segment Performance/Service Periods
|
|
Performance-Adjusted RSUs
|
|
Termination of Employment
|
Number of PARSUs Vested
|
6 months after the beginning of the performance period
|
16.7% (6/36) of the shares that would have been earned become vested at the end of the 3-year performance period.
|
12 months after the beginning of the performance period
|
33.3%(12/36) of the shares that would have been earned become vested at the end of the 3-year performance period.
|
24 months after the beginning of the performance period
|
66.7% (24/36) of the shares that would have been earned become vested at the end of the 3-year performance period.
|
30 months after the beginning of the performance period
|
83.3% (30/36) of the shares that would have been earned become vested at the end of the 3-year performance period.
|
Name:
|
fld_NAME_AC
|
Employee ID:
|
fld_EMPLID
|
|
|
|
|
|
|
|
Grant Date:
|
expGRANT_DATE
|
Grant ID:
|
fld_GRANT_NBR
|
Amount:
|
0
|
Plan:
|
fld_DESCR
|
Vesting Schedule:
|
fld_HTMLAREA1
|
1.
|
Grant of Restricted Stock Units.
|
2.
|
Vesting Schedule.
|
3.
|
Benefit Upon Settlement.
|
(a)
|
the number of RSUs that have become vested as of such vesting date or vesting event, as applicable, multiplied by the Fair Market Value of a Share on the date on which such RSUs vested; plus
|
(1)
|
multiplying the per share cash dividend paid by the Company on its Shares by the total number of RSUs that are outstanding as of the record date for the dividend; and
|
(2)
|
dividing the amount determined in (1) above by the Fair Market Value of a Share on the dividend payment date to determine the number of additional whole and fractional RSUs to be credited to the Employee;
|
4.
|
Restrictions.
|
5.
|
Custody of Restricted Stock Units.
|
6.
|
No Stockholder Rights.
|
7.
|
Termination of Employment.
|
8.
|
Disability or Retirement of the Employee.
|
9.
|
Death of the Employee.
|
10.
|
Section 409A.
|
11.
|
Taxes.
|
(a)
|
The Employee shall be liable for any and all taxes, including income tax, social insurance, fringe benefit tax, payroll tax, payment on account, employer taxes or other tax-related items related to the Employee’s participation in the Plan and legally applicable to or otherwise recoverable from the Employee by the Company and/or, if different, the Employee’s employer (the “Employer”) whether incurred at grant, vesting, sale, prior to vesting or at any other time (“Tax-Related Items”). In the event that the Company or the Employer (which, for purposes of this Section 11, shall include a former employer) is required, allowed or permitted to withhold taxes as a result of the grant or vesting of RSUs or the issuance or subsequent sale of Shares acquired pursuant to such RSUs, or due upon receipt of dividend equivalent payments or dividends, the Employee shall surrender a sufficient number of whole Shares, make a cash payment or make adequate arrangements satisfactory to the Company and/or the Employer to withhold such taxes from Employee’s wages or other cash compensation paid to the Employee by the Company and/or the Employer at the election of the Company, in its sole discretion, or, if permissible under local law, the Company may sell or arrange for the sale of Shares that Employee acquires as necessary to cover all Tax-Related Items that the Company or the Employer has to withhold or that are legally recoverable from the Employee (such as fringe benefit tax) at the time the restrictions on the RSUs lapse, unless the Company, in its sole discretion, has established alternative procedures for such payment. However, with respect to any RSUs subject to Section 409A, the Employer shall limit the surrender of Shares to the minimum number of Shares permitted to avoid a prohibited acceleration under Section 409A. The Employee will receive a cash refund for any fraction of a surrendered Share or Shares in excess of any and all Tax-Related Items. To the extent that any surrender of Shares or payment of cash or alternative procedure for such payment is insufficient, the Employee authorizes the Company, its Affiliates and Subsidiaries, which are qualified to deduct tax at source, to deduct from the Employee’s compensation all Tax-Related Items. The Employee agrees to pay any Tax-Related Items that cannot be satisfied from wages or other cash compensation, to the extent permitted by Applicable Law.
|
(b)
|
Regardless of any action the Company or the Employer takes with respect to any or all Tax-Related Items, the Employee acknowledges and agrees that the ultimate liability for all Tax-Related Items is and remains the Employee’s responsibility and may exceed the amount actually withheld by the Company or the Employer. The Employee further acknowledges that the Company and/or the Employer: (i) make no representations nor undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of this grant of RSUs or dividend equivalents, including, but not limited to, the grant, vesting or settlement of RSUs or dividend equivalents, the subsequent delivery of Shares and/or cash upon settlement of such RSUs or the subsequent sale of any Shares acquired pursuant to such RSUs and receipt of any dividends or dividend equivalent payments; and (ii) notwithstanding Section 10, do not commit to and are under no obligation to structure the terms or any aspect of this grant of RSUs and/or dividend equivalents to reduce or eliminate the Employee’s liability for Tax-Related Items or to achieve any particular tax result. Further, if the Employee has become subject to tax
|
(c)
|
Depending on the withholding method, the Company may withhold or account for Tax-Related Items by considering applicable statutory withholding rates or other applicable withholding rates, including maximum applicable rates in the Employee’s jurisdiction(s), in which case the Employee will receive a refund of any over-withheld amount in cash and will have no entitlement to the Share equivalent. If the obligation for Tax-Related Items is satisfied by withholding in Shares, for tax purposes, the Employee is deemed to have been issued the full number of shares of Common Stock subject to the vested RSUs, notwithstanding that a number of the shares of Common Stock are held back solely for the purpose of paying the Tax-Related Items.
|
(d)
|
The Employee shall pay the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold or account for as a result of the Employee’s participation in the Plan or the Employee’s receipt of RSUs that cannot be satisfied by the means previously described. The Company may refuse to deliver the benefit described in Section 3 if the Employee fails to comply with the Employee’s obligations in connection with the Tax-Related Items.
|
(e)
|
The Employee consents and agrees that in the event the RSUs or the dividend equivalents become subject to an employer tax that is legally permitted to be recovered from the Employee, as may be determined by the Company and/or the Employer at their sole discretion, and whether or not the Employee’s employment with the Company and/or the Employer is continuing at the time such tax becomes recoverable, the Employee will assume any liability for any such taxes that may be payable by the Company and/or the Employer in connection with the RSUs and dividend equivalents. Further, the Employee agrees that the Company and/or the Employer may collect any such taxes from the Employee by any of the means set forth in this Section 11. The Employee further agrees to execute any other consents or elections required to accomplish the above, promptly upon request of the Company.
|
12.
|
Data Privacy Consent.
|
(a)
|
The Employee hereby explicitly and unambiguously consents to the collection, use and transfer, in electronic or other form, of the Employee’s personal data as described in this Grant Agreement and any other materials by and among, as applicable, the Company, its Subsidiaries or Affiliates, and the Employer for the exclusive purpose of implementing, administering and managing the Employee’s participation in the Plan.
|
(b)
|
The Employee understands that the Company, its Subsidiaries and Affiliates, and the Employer may hold certain personal information about the Employee, including, but not limited to, name, home address, email address and telephone number, date of birth, social insurance number, passport number or other identification number, salary, nationality, residency, status, job title, any shares of stock or directorships held in the Company, details of all RSUs, options or any other entitlement to shares of stock granted, canceled, purchased, exercised, vested, unvested or outstanding in the Employee’s favor (“Data”) for the exclusive purpose of implementing, managing and administering the Plan.
|
(c)
|
The Employee understands that Data may be transferred to Merrill Lynch and any third parties assisting in the implementation, administration and management of the Plan, that these recipients may be located in the Employee’s country or elsewhere, and that the recipient’s country may have different data privacy laws and protections than the Employee’s country. The Company is committed to protecting the privacy of Data in such cases. The Employee understands that by contract both with the Company and/or any of its Subsidiaries or Affiliates and with Merrill Lynch and/or the Company’s other vendors, the people and companies that have access to the Employee’s Data are bound to handle such Data in a manner consistent with the Company’s privacy policy and law. The Company periodically performs due diligence and audits on its vendors in accordance with good commercial practices to ensure their capabilities and compliance with those commitments. The Employee further understands that Data will be held only as long as is necessary to implement, administer and manage the Employee’s participation in the Plan.
|
(d)
|
The Employee understands that if he or she resides outside the United States, the Employee may, at any time, view Data, request additional information about the storage and processing of Data, require any necessary amendments to Data or refuse or withdraw the consents herein, in any case without cost, by contacting in writing his or her local human resources representative. Further, the Employee understands that he or she is providing the consents herein on a purely voluntary basis. If the Employee does not consent, or if the Employee later seeks to revoke his or her consent, the Employee's employment status or service with the Company or his or her Employer will not be affected; the only consequence of refusing or withdrawing the Employee’s consent is that the Company would not be able to grant the Employee RSUs or other equity awards or administer and manage the Employee’s participation in the Plan. Therefore, the Employee understands that refusing or withdrawing his or her consent may affect the Employee’s ability to participate in the Plan. For more information on the consequences of the Employee’s refusal to consent or withdrawal of consent, the Employee understands that he or she may contact his or her local human resources representative.
|
(e)
|
Further, the Employee understands that the Company may rely on a different legal basis for the processing and/or transfer of Data in the future and/or request that the Employee provide another data privacy consent. If applicable and upon request of the Company or a Subsidiary or Affiliate, the Employee agrees to provide an executed data privacy consent or acknowledgement (or any other consents, acknowledgements or agreements) to the Company or a Subsidiary or Affiliate that the Company and/or a Subsidiary or Affiliate may deem necessary to obtain under the data privacy laws in the Employee’s country of employment, either now or in the future. The Employee understands that he or she may be unable to participate in the Plan if he or she fails to execute any such acknowledgement, agreement or consent requested by the Company and/or a Subsidiary or Affiliate.
|
13.
|
Plan Information.
|
14.
|
Acknowledgment and Waiver.
|
(a)
|
except as provided in Sections 8 and 9, the vesting of the RSUs is earned only by continuing employment with the Company or one of its Subsidiaries or Affiliates and that being hired and granted RSUs will not result in the RSUs vesting;
|
(b)
|
this Grant Agreement and its incorporated documents reflect all agreements on its subject matters and the Employee is not accepting this Grant Agreement based on any promises, representations or inducements other than those reflected in this Grant Agreement;
|
(c)
|
all good faith decisions and interpretations of the Committee regarding the Plan and RSUs granted under the Plan are binding, conclusive and final;
|
(d)
|
the Plan is established voluntarily by the Company, it is discretionary in nature and may be modified, amended, suspended or terminated by the Company at any time;
|
(e)
|
the grant of RSUs is exceptional, voluntary and occasional and does not create any contractual or other right to receive future grants of RSUs or other awards, or benefits in lieu of RSUs, even if Shares or RSUs have been granted in the past;
|
(f)
|
all decisions with respect to future grants, if any, will be at the sole discretion of the Company;
|
(g)
|
the Employee’s participation in the Plan shall not create a right to further employment with the Employer and shall not interfere with the ability of the Employer to terminate the Employee’s employment relationship at any time and it is expressly agreed and understood that employment is terminable at the will of either party;
|
(h)
|
the Employee is voluntarily participating in the Plan;
|
(i)
|
RSUs and their resulting benefits are extraordinary items that are outside the scope of the Employee’s employment contract, if any;
|
(j)
|
RSUs and their resulting benefits are not intended to replace any pension rights or compensation;
|
(k)
|
RSUs and their resulting benefits are not part of normal or expected compensation or salary for any purposes, including, but not limited to calculating any severance, resignation, termination, redundancy, dismissal, end of service payments, bonuses, holiday pay, long-service awards, pension or retirement or welfare benefits or similar payments;
|
(l)
|
unless otherwise agreed by the Company, the RSUs and their resulting benefits are not granted as consideration for, or in connection with, the service the Employee may provide as a director of a Subsidiary or Affiliate;
|
(m)
|
this grant of RSUs will not be interpreted to form an employment contract or relationship with the Company, and furthermore, this grant of RSUs will not be interpreted to form an employment contract with any Subsidiary or Affiliate;
|
(n)
|
the future value of the underlying Shares is unknown, indeterminable and cannot be predicted with certainty;
|
(o)
|
no claim or entitlement to compensation or damages shall arise from forfeiture of the RSUs resulting from termination of Employee’s employment (regardless of the reason for such termination and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Employee is employed or retained or the terms of the Employee's employment or service agreement, if any), and in consideration of the grant of the RSUs to which the Employee is otherwise not entitled, the Employee irrevocably agrees never to institute any claim against the Company, the Employer or any other Subsidiary or Affiliate and releases the Company, the Employer and any other Subsidiary and Affiliate from any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating in the Plan, the Employee shall be deemed irrevocably to have agreed not to pursue such claim and to have agreed to execute any and all documents necessary to request dismissal or withdrawal of such claims;
|
(p)
|
the Company, the Employer or any other Subsidiary or Affiliate will not be liable for any foreign exchange rate fluctuation between the Employee’s local currency and the United States dollar that may affect the value of the RSUs or any amounts due to the Employee pursuant to the settlement of the RSUs or the subsequent sale of any Shares acquired upon settlement;
|
(q)
|
if the Company determines that the Employee has engaged in misconduct prohibited by Applicable Law or any applicable policy of the Company, as in effect from time to time, or the Company is required to make recovery from the Employee under Applicable Law or a Company policy adopted to comply with applicable legal requirements, then the Company may, in its sole discretion, to the extent it determines appropriate, (i) recover from the Employee the proceeds from RSUs vested up to three years prior to the Employee’s termination of employment or any time thereafter, (ii) cancel the Employee’s outstanding RSUs, and (iii) take any other action it deems to be required and appropriate; and
|
(r)
|
the delivery of any documents related to the Plan or Awards granted under the Plan, including the Plan, this Grant Agreement, the Plan prospectus and any reports of the Company generally provided to the Company’s stockholders, may be made by electronic delivery. Such means of electronic delivery may include the delivery of a link to a Company intranet or the Internet site of a third party involved in administering the Plan, the delivery of the document via electronic mail or other such means of electronic delivery specified by the Company. The Employee may receive from the Company a paper copy of any documents delivered electronically at no cost to the Employee by contacting the Company in writing in accordance with Section 17(k). If the attempted electronic delivery of any document fails, the Employee will be provided with a paper copy of such document. The Employee may revoke his or her consent to the electronic delivery of documents or may change the electronic mail address to which such documents are to be delivered (if the Employee has provided an electronic mail address) at any time by notifying the Company of such revoked consent or revised electronic mail address in accordance with Section 17(k). The Employee is not required to consent to the electronic delivery of documents.
|
15.
|
No Advice Regarding Grant.
|
16.
|
Additional Eligibility Requirements Permitted.
|
17.
|
Miscellaneous.
|
(a)
|
The Company shall not be required to treat as owner of RSUs and any associated benefits hereunder, any transferee to whom such RSUs or benefits shall have been transferred in violation of any of the provisions of this Grant Agreement.
|
(b)
|
The parties agree to execute such further instruments and to take such action as may reasonably be necessary to carry out the intent of this Grant Agreement.
|
(c)
|
The Plan is incorporated herein by reference. The Plan and this Grant Agreement constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of the Company and the Employee with respect to the subject matter hereof, other than the terms of any severance plan applicable to the Employee that provides more favorable vesting. Notwithstanding the foregoing, nothing in the Plan or
|
(d)
|
If the Employee has received this or any other document related to the Plan translated into a language other than English and if the meaning of the translated version is different than the English version, the English version will control.
|
(e)
|
The provisions of this Grant Agreement are severable and if any one or more provisions are determined to be illegal or otherwise unenforceable, in whole or in part, the remaining provisions shall nevertheless be binding and enforceable.
|
(f)
|
Notwithstanding Section 17(e), the Company’s obligations under this Grant Agreement and the Employee’s agreement to the terms of an arbitration agreement and/or an ARCIPD, if any, are mutually dependent. In the event that the Employee breaches the arbitration agreement or the Employee’s ARCIPD is breached or found not to be binding upon the Employee for any reason by a court of law, then the Company will have no further obligation or duty to perform under the Plan or this Grant Agreement.
|
(g)
|
A waiver by the Company of a breach of any provision of this Grant Agreement shall not operate or be construed as a waiver of any other provision of this Grant Agreement, or of any subsequent breach by the Employee or any other Awardee.
|
(h)
|
The Employee acknowledges that, depending on the Employee or broker’s country of residence or where the Company Shares are listed, the Employee may be subject to insider trading restrictions and/or market abuse laws, which may affect the Employee's ability to acquire, sell or otherwise dispose of Shares or rights to Shares during times the Employee is considered to have “inside information” regarding the Company (as defined by the laws in the Employee’s country). Local insider trading laws and regulations may prohibit the cancellation or amendment of orders the Employee placed before he or she possessed inside information. Furthermore, the Employee cold be prohibited from (i) disclosing the inside information to any third party (other than on a “need to know” basis) and (ii) “tipping” third parties or causing them otherwise to buy or sell securities. Keep in mind that third parties include fellow employees. Any restrictions under these laws or regulations are separate from and in addition to any restrictions that may be imposed under any applicable Company insider trading policy. The Employee acknowledges that it is his or her responsibility to comply with any applicable restrictions and that the Employee should to consult his or her personal advisor on this matter.
|
(i)
|
Notwithstanding any provisions in this Grant Agreement, for any Employee who resides and/or works in a country other than the United States, the grant of the RSUs shall be subject to any special terms and conditions set forth in the Appendix to this Grant Agreement for the Employee’s country of employment (account of residence, if different), if any. Moreover, if the Employee relocates to one of the countries included in the Appendix, the special terms and conditions for such country will apply to the Employee, to the extent the Company determines that the application of such terms and conditions is necessary or advisable for legal, regulatory, tax or administrative reasons. The Appendix, if any, constitutes part of this Grant Agreement.
|
(j)
|
The Company reserves the right to impose other requirements on the Employee’s participation in the Plan, on the RSUs and on any Shares acquired under the Plan, to the extent the Company determines it is necessary or advisable for legal or administrative reasons, and to require the Employee to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing.
|
(k)
|
Any notice required or permitted hereunder to the Employee shall be given in writing and shall be deemed effectively given upon delivery to the Employee at the address then on file with the Company.
|
(l)
|
Any notice to be given under the terms of this Grant Agreement to the Company will be addressed in care of Attn: Global Equity at HP Inc., 1501 Page Mill, Palo Alto, California 94304, USA.
|
(m)
|
The Employee acknowledges that there may be certain foreign asset and/or account reporting requirements which may affect his or her ability to acquire or hold Shares acquired under the Plan or cash received from participating in the Plan (including from any dividends or dividend equivalent payments) in a brokerage or bank account outside the Employee's country. The Employee may be required to report such accounts, assets or transactions to the tax or other authorities in his or her country. The Employee also may be required to repatriate sale proceeds or other funds received as a result of the Employee's participation in the Plan to his or her country through a designated bank or broker within a certain time after receipt. The Employee acknowledges that it is his or her responsibility to be compliant with such regulations, and the Employee is advised to consult his or her personal legal advisor for any details.
|
i.
|
the Grant Agreement, including this Appendix, which sets forth the terms and conditions of the grant of RSUs;
|
ii.
|
a copy of the Plan and its accompanying prospectus; and
|
iii.
|
a copy of the Company’s most recent annual report and most recent financial statements.
|
Name:
|
fld_NAME_AC
|
Employee ID:
|
fld_EMPLID
|
|
|
|
|
|
|
|
Grant Date:
|
expGRANT_DATE
|
Grant ID:
|
fld_GRANT_NBR
|
Target Amount:
|
0
|
Plan:
|
fld_DESCR
|
|
|
Target Amount
|
0 Shares
|
Performance Period
|
01 November 2019 – 31 October 2022
|
Year 1 EPS
|
01 November 2019 – 31 October 2020
|
Year 2 EPS
|
01 November 2020 – 31 October 2021
|
Year 3 EPS
|
01 November 2021 – 31 October 2022
|
3-year TSR
|
01 November 2019 – 31 October 2022
|
1.
|
Grant of Performance-Adjusted Restricted Stock Units.
|
2.
|
Performance Criteria and Performance Periods.
|
3.
|
Crediting of Units.
|
(a)
|
Adjustments Based on EPS Goals. The Target Amount of units will initially be adjusted based upon performance against the average of the yearly EPS goals, as certified by the Committee (the “Adjusted EPS Units”). Each year’s EPS goals will result in the following adjustment: 0% if performance is below the minimum level, 50% if performance is at the minimum level, 100% if performance is at target level, 150% if performance is above target, and 200% if performance is at or above the maximum level. For performance between the minimum level and target level, between target level and the above target level, or between the above target level and the maximum level, a proportionate percentage will be applied based on straight-line interpolation between levels. At the end of the Performance Period each individual year’s EPS performance will be added together and then divided by three to determine the average EPS performance for the Performance Period, which will then be applied to the Target Amount of units to determine the EPS payout. By way of example, if Year 1 EPS performance is at the minimum, Year 2 EPS performance is above target, and Year 3 EPS performance is above target, the EPS payout would be 116.7% (the sum of 50%, 150%, and 150%, divided by 3). Accordingly, the Adjusted EPS Units would be equal to 116.7% of the Target Amount of units.
|
(b)
|
Adjustments Based on TSR Goals. After the end of the 3-year Performance Period, the final payout of PARSUs will be determined based on the Adjusted EPS Units, as further adjusted based upon performance against the TSR goal for the Performance Period, as certified by the Committee as follows: if relative TSR performance is in the bottom quartile, the Adjusted EPS Units will be reduced by 25% (capped at 0% of target) (using the example above, 116.7%-25% = 91.7%); if relative TSR is in the top quartile, the Adjusted EPS Units will be increased by 25% (capped at 200% of target) (using the example above, 116.7%+25% = 141.7%); if relative TSR performance is in the second or third quartile, no additional adjustment will be made to the Adjusted EPS Units (using the example above, Adjusted EPS units will be at 116.7%).
|
(c)
|
Service Requirement. Notwithstanding (a) and (b) above, the Employee must be employed on the last U.S. business day of the Performance Period in order to be credited with any PARSUs.
|
4.
|
Payout of Performance-Adjusted Restricted Stock Units and Dividend Equivalents.
|
(a)
|
a number of Shares corresponding to the number of PARSUs that have become vested pursuant to Section 3 (and Section 9 through 11, as applicable); plus
|
(b)
|
a dividend equivalent payment credited in the form of additional PARSUs for each ordinary cash dividend the Company pays on its Shares and for which the record date occurs between the grant date and the date the PARSUs are settled, determined by:
|
(1)
|
multiplying the per share cash dividend paid by the Company on its Shares by the total number the number of PARSUs that became vested as determined in Section 3 as of the record date for the dividend; and
|
(2)
|
dividing the amount determined in (1) above by the Fair Market Value of a Share on the dividend payment date to determine the number of additional whole and fractional PARSUs to be credited to the Employee;
|
5.
|
Restrictions.
|
6.
|
Custody of Performance-Adjusted Restricted Stock Units.
|
7.
|
No Stockholder Rights.
|
8.
|
Termination of Employment.
|
9.
|
Benefit in Event of Death of the Employee.
|
10.
|
Retirement of the Employee.
|
11.
|
Total and Permanent Disability of the Employee.
|
12.
|
Section 409A.
|
13.
|
Taxes.
|
(a)
|
The Employee shall be liable for any and all taxes, including income tax, social insurance, fringe benefit tax, payroll tax, payment on account, employer taxes or other tax-related items related to the Employee’s participation in the Plan and legally applicable to or otherwise recoverable from the Employee by the Company and/or, if different, the Employee’s employer (the “Employer”) whether incurred at grant, vesting, sale, prior to vesting or at any other time (“Tax-Related Items”). In the event that the Company or the Employer (which, for purposes of this Section 13, shall include a former employer) is required, allowed or permitted to withhold taxes as a result of the grant or vesting of PARSUs (including dividend equivalents) or the issuance or subsequent sale of Shares acquired pursuant to such PARSUs, or due upon receipt of dividend equivalent payments or dividends, the Employee shall surrender a sufficient number of whole Shares, make a cash payment or make adequate arrangements satisfactory to the Company and/or the Employer to withhold such taxes from the Employee’s wages or other cash compensation paid to the Employee by the Company and/or the Employer at the election of the Company, in its sole discretion, or, if permissible under local law, the Company may sell or arrange for the sale of Shares that Employee acquires as necessary to cover all Tax-Related Items that the Company or the Employer has to withhold or that are legally recoverable from the Employee (such as fringe benefit tax) at the time the restrictions on the PARSUs lapse, unless the Company, in its sole discretion, has established alternative procedures for such payment. However, with respect to any PARSUs subject to Section 409A, the Employer shall limit the surrender of Shares to the minimum number of Shares permitted to avoid a prohibited acceleration under Section 409A. The Employee will receive a cash refund for any fraction of a surrendered Share or Shares in excess of any and all Tax-Related Items. To the extent that any surrender of Shares or payment of cash or alternative procedure for such payment is insufficient, the Employee authorizes the Company, its Affiliates and Subsidiaries, which are qualified to deduct tax at source, to deduct from the Employee’s compensation all Tax-Related Items. The Employee agrees to pay any Tax-Related Items that cannot be satisfied from wages or other cash compensation, to the extent permitted by Applicable Law.
|
(b)
|
Regardless of any action the Company or the Employer takes with respect to any or all Tax-Related Items, the Employee acknowledges and agrees that the ultimate liability for all Tax-Related Items is and remains the Employee’s responsibility and may exceed the amount actually withheld by the Company or the Employer. The Employee further acknowledges that the Company and/or the Employer: (i) make no representations nor undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of this grant of PARSUs or dividend equivalents, including, but not limited to, the grant, vesting or settlement of PARSUs or dividend equivalents, the subsequent delivery of Shares and/or cash upon settlement of such PARSUs or the subsequent sale of any Shares acquired pursuant to such PARSUs and receipt of any dividends or dividend equivalent payments; and (ii) notwithstanding Section 12, do not commit to and are under no obligation to structure the terms or any aspect of this grant of PARSUs and/or dividend equivalents to reduce or eliminate the Employee’s liability for Tax-Related Items or to achieve any particular tax result. Further, if the Employee has become subject to tax in more than one jurisdiction, the Employee acknowledges that the Company and/or the Employer may be required to withhold or account for Tax-Related Items in more than one jurisdiction. The Employee shall pay the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold or account for as a result of the Employee’s participation in the Plan or the Employee’s receipt of PARSUs that cannot be satisfied by the means previously described. The Company may refuse to deliver the benefit described in Section 4 if the Employee fails to comply with the Employee’s obligations in connection with the Tax-Related Items.
|
(c)
|
In accepting the PARSUs, the Employee consents and agrees that in the event the PARSUs or the dividend equivalents become subject to an employer tax that is legally permitted to be recovered from the Employee, as may be determined by the Company and/or the Employer at their sole discretion, and whether or not the Employee’s employment with the Company and/or the Employer is continuing at the time such tax becomes recoverable, the Employee will assume any liability for any such taxes that may be payable by the Company and/or the Employer in connection with the PARSUs and dividend equivalents. Further, by accepting the PARSUs, the Employee agrees that the Company and/or the Employer may collect any such taxes from the Employee by any of the means set forth in this Section 13. The Employee further agrees to execute any other consents or elections required to accomplish the above, promptly upon request of the Company.
|
14.
|
Data Privacy Consent.
|
(a)
|
The Employee hereby explicitly and unambiguously consents to the collection, use and transfer, in electronic or other form, of the Employee’s personal data as described in this Grant Agreement and any other materials by and among, as applicable, the Company, its Subsidiaries or Affiliates, and the Employer for the exclusive purpose of implementing, administering and managing the Employee’s participation in the Plan.
|
(b)
|
The Employee understands that the Company, its Subsidiaries or Affiliates, and the Employer may hold certain personal information about the Employee, including, but not limited to, name, home address, email address and telephone number, date of birth, social insurance number, passport number or other identification number, salary, nationality, residency, status, job title, any shares of stock or directorships held in the Company, details of all PARSUs, options or any other entitlement to shares of stock granted, canceled, purchased, exercised, vested, unvested or outstanding in the Employee’s favor (“Data”) for the exclusive purpose of implementing, managing and administering the Plan.
|
(c)
|
The Employee understands that Data may be transferred to Merrill Lynch and any third parties assisting in the implementation, administration and management of the Plan, that these recipients may be located in the Employee’s country or elsewhere, and that the recipient’s country may have different data privacy laws and protections than the Employee’s country. The Company is committed to protecting the privacy of Data in such cases. The Employee understands that by contract both with the Company and/or any of its Subsidiaries or Affiliates and with Merrill Lynch and/or the Company’s other vendors, the people and companies that have access to the Employee’s Data are bound to handle such Data in a manner consistent with the Company's privacy policy and law. The Company periodically performs due diligence and audits on its vendors in accordance with good commercial practices to ensure their capabilities and compliance with those commitments. The Employee further understands that that Data will be held only as long as is necessary to implement, administer and manage the Employee’s participation in the Plan.
|
(d)
|
The Employee understands that if he or she resides outside the United States, the Employee may, at any time, view Data, request additional information about the storage and processing of Data, require any necessary amendments to Data or refuse or withdraw the consents herein, in any case without cost, by contacting in writing his or her local human resources representative. Further, the Employee understands that he or she is providing the consents herein on a purely voluntary basis. If the Employee does not consent, or if the Employee later seeks to revoke his or her consent, the Employee's employment status or service with the Company or his or her Employer will not be affected; the only consequence of refusing or withdrawing the Employee’s consent is that the Company would not be able to grant the Employee PARSUs or other equity awards or administer and manage the Employee’s participation in the Plan. Therefore, the Employee understands that refusing or withdrawing his or her consent may affect the Employee’s ability to participate in the Plan. For more information on the consequences of the Employee’s refusal to consent or withdrawal of consent, the Employee understands that he or she may contact the Employee’s local human resources representative.
|
15.
|
Plan Information.
|
16.
|
Acknowledgment and Waiver.
|
(a)
|
this Grant Agreement and its incorporated documents reflect all agreements on its subject matters and the Employee is not accepting this Grant Agreement based on any promises, representations or inducements other than those reflected in this Grant Agreement;
|
(b)
|
all good faith decisions and interpretations of the Committee regarding the Plan and PARSUs granted under the Plan are binding, conclusive and final;
|
(c)
|
the Plan is established voluntarily by the Company, it is discretionary in nature and may be modified, amended, suspended or terminated by the Company at any time;
|
(d)
|
the grant of PARSUs is exceptional, voluntary and occasional and does not create any contractual or other right to receive future grants of PARSUs or other awards, or benefits in lieu of PARSUs, even if Shares or PARSUs have been granted in the past;
|
(e)
|
all decisions with respect to future grants, if any, will be at the sole discretion of the Company;
|
(f)
|
the Employee’s participation in the Plan shall not create a right to further employment with the Employer and shall not interfere with the ability of the Employer to terminate the Employee’s employment relationship at any time and it is expressly agreed and understood that employment is terminable at the will of either party;
|
(g)
|
the Employee is voluntarily participating in the Plan;
|
(h)
|
PARSUs and their resulting benefits are extraordinary items that are outside the scope of the Employee’s employment contract, if any;
|
(i)
|
PARSUs and their resulting benefits are not intended to replace any pension rights or compensation;
|
(j)
|
PARSUs and their resulting benefits are not part of normal or expected compensation or salary for any purposes, including, but not limited to calculating any severance, resignation, termination, redundancy, dismissal, end of service payments, bonuses, holiday pay, long-service awards, pension or retirement or welfare benefits or similar payments;
|
(k)
|
unless otherwise agreed by the Company, the PARSUs and their resulting benefits are not granted as consideration for, or in connection with, the service the Employee may provide as a director of Subsidiary or Affiliate;
|
(l)
|
this grant of PARSUs will not be interpreted to form an employment contract or relationship with the Company, and furthermore, this grant of PARSUs will not be interpreted to form an employment contract with any Subsidiary or Affiliate;
|
(m)
|
the future value of the underlying Shares is unknown, indeterminable and cannot be predicted with certainty;
|
(n)
|
no claim or entitlement to compensation or damages shall arise from forfeiture of the PARSUs resulting from termination of Employee’s employment (regardless of the reason for such termination and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Employee is employed or retained or the terms of the Employee's employment or service agreement, if any), and in consideration of the grant of the PARSUs to which the Employee is otherwise not entitled, the Employee irrevocably agrees never to institute any claim against the Company, the Employer or any other Subsidiary or Affiliate and releases the Company, the Employer and any other Subsidiary and Affiliate from any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating in the Plan, the Employee shall be deemed irrevocably to have agreed not to pursue such claim and to have agreed to execute any and all documents necessary to request dismissal or withdrawal of such claims;
|
(o)
|
the Company, the Employer or any other Subsidiary or Affiliate will not be liable for any foreign exchange rate fluctuation between the Employee’s local currency and the United States dollar that may affect the value of the PARSUs or any amounts due to the Employee pursuant to the settlement of the PARSUs or the subsequent sale of any Shares acquired upon settlement;
|
(p)
|
if the Company's performance is below minimum levels as set forth in this Grant Agreement, no PARSUs or dividend equivalents will vest and no Shares will be delivered to the Employee;
|
(q)
|
if the Company determines that the Employee has engaged in misconduct prohibited by Applicable Law or any applicable policy of the Company, as in effect from time to time, or the Company is required to make recovery from the Employee under Applicable Law or a Company policy adopted to comply with applicable legal requirements, then the Company may, in its sole discretion, to the extent it determines appropriate, (i) recover from the Employee the proceeds from PARSUs vested up to three (3) years prior to the Employee’s termination of employment or any time thereafter, (ii) cancel the Employee’s outstanding PARSUs, and (iii) take any other action it deems to be required and appropriate; and
|
(r)
|
the delivery of any documents related to the Plan or Awards granted under the Plan, including the Plan, this Grant Agreement, the Plan prospectus and any reports of the Company generally provided to the Company’s stockholders, may be made by electronic delivery. Such means of electronic delivery may include the delivery of a link to a Company intranet or the Internet site of a third party involved in administering the Plan, the delivery of the document via electronic mail or other such means of electronic delivery specified by the Company. The Employee may receive from the Company a paper copy of any documents delivered electronically at no cost to the Employee by contacting the Company in writing in accordance with Section 19(l). If the attempted electronic delivery of any document fails, the Employee will be provided with a paper copy of such document. The Employee may revoke his or her consent to the electronic delivery of documents or may change the electronic mail address to which such documents are to be delivered (if the Employee has provided an electronic mail address) at any time by notifying the Company of such revoked consent or revised electronic mail address in accordance with Section 19(l). The Employee is not required to consent to the electronic delivery of documents.
|
17.
|
No Advice Regarding Grant.
|
18.
|
Additional Eligibility Requirements Permitted.
|
19.
|
Insider Trading Policy.
|
20.
|
Miscellaneous.
|
(a)
|
The Company shall not be required to treat as owner of PARSUs and any associated benefits hereunder any transferee to whom such PARSUs or benefits shall have been transferred in violation of any of the provisions of this Grant Agreement.
|
(b)
|
The parties agree to execute such further instruments and to take such action as may reasonably be necessary to carry out the intent of this Grant Agreement.
|
(c)
|
The Plan is incorporated herein by reference. The Plan and this Grant Agreement constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of the Company and the Employee with respect to the subject matter hereof, other than the terms of any severance plan applicable to the Employee that provides more favorable vesting. Notwithstanding the foregoing, nothing in the Plan or this Grant Agreement shall affect the validity or interpretation of any duly authorized written agreement between the Company and the Employee under which an award properly granted under and pursuant to the Plan serves as any part of the consideration furnished to the Employee, including without limitation, any agreement that imposes restrictions during or after employment regarding confidential information and proprietary developments. This Grant Agreement is governed by the laws of the state of Delaware without regard to its conflict of law provisions.
|
(d)
|
If the Employee has received this or any other document related to the Plan translated into a language other than English and if the meaning of the translated version is different than the English version, the English version will control.
|
(e)
|
The provisions of this Grant Agreement are severable and if any one or more provisions are determined to be illegal or otherwise unenforceable, in whole or in part, the remaining provisions shall nevertheless be binding and enforceable.
|
(f)
|
Notwithstanding Section 19(e), the Company’s obligations under this Grant Agreement and the Employee’s agreement to the terms of an arbitration agreement and/or an ARCIPD, if any, are mutually dependent. In the event that the Employee breaches the arbitration agreement or the Employee’s ARCIPD is breached or found not to be binding upon the Employee for any reason by a court of law, then the Company will have no further obligation or duty to perform under the Plan or this Grant Agreement.
|
(g)
|
A waiver by the Company of a breach of any provision of this Grant Agreement shall not operate or be construed as a waiver of any other provision of this Grant Agreement, or of any subsequent breach by the Employee or any other Awardee.
|
(h)
|
Notwithstanding any provisions in this Grant Agreement, the grant of the PARSUs shall be subject to any special terms and conditions set forth in the Appendix to this Grant Agreement for the Employee’s country of employment (and country of residence, if different), if any. Moreover, if the Employee relocates to one of the countries included in the Appendix, the special terms and conditions for such country will apply to the Employee, to the extent the Company determines that the application of such terms and conditions is necessary or advisable for legal, regulatory, tax or administrative reasons. The Appendix, if any, constitutes part of this Grant Agreement.
|
(i)
|
The Company reserves the right to impose other requirements on the Employee’s participation in the Plan, on the PARSUs and on any Shares acquired under the Plan, to the extent the Company determines it is necessary or advisable for legal or administrative reasons, and to require the Employee to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing.
|
(j)
|
Any notice required or permitted hereunder to the Employee shall be given in writing and shall be deemed effectively given upon delivery to the Employee at the address then on file with the Company.
|
(k)
|
Any notice to be given under the terms of this Grant Agreement to the Company will be addressed in care of Attn: Global Equity at HP Inc., 1501 Page Mill, Palo Alto, California 94304, USA.
|
(l)
|
The Employee acknowledges that there may be certain foreign asset and/or account reporting requirements which may affect his or her ability to acquire or hold Shares acquired under the Plan or cash received from participating in the Plan (including from any dividends or dividend equivalent payments) in a brokerage or bank account outside the Employee's country. The Employee may be required to report such accounts, assets or transactions to the tax or other authorities in his or her country. The Employee also may be required to repatriate sale proceeds or other funds received as a result of the Employee's participation in the Plan to his or her country through a designated bank or broker within a certain time after receipt. The Employee acknowledges that it is his or her responsibility to be compliant with such regulations, and the Employee is advised to consult his or her personal legal advisor for any details.
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
|
|
/s/ ENRIQUE LORES
|
|
|
Enrique Lores
President and Chief Executive Officer
|
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
|
|
/s/ STEVE FIELER
|
|
|
Steve Fieler
Chief Financial Officer
(Principal Financial Officer)
|
|
|
|
|
|
/s/ ENRIQUE LORES
|
|
|
By:
|
|
Enrique Lores
President and Chief Executive Officer
|
|
|
|
|
/s/ STEVE FIELER
|
|
|
By:
|
|
Steve Fieler
Chief Financial Officer
|
|